Common use of Authority Clause in Contracts

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company 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 the Company and, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Each of Company Y and Merger Sub has all necessary corporate power and corporate authority to execute and deliver this AgreementAgreement and, to perform its obligations hereunder and subject to, in the case of Company Y, obtaining the Required Company Y Vote, to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution 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, including and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the MergerMerger 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 been at meetings duly called and held, duly and validly authorized and approved by all necessary corporate actionboard 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 no 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 the Company and no votes Y or written consents Merger Sub are necessary to authorize and approve this Agreement Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than than, with respect to the Share Issuance, the Required Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of DelawareY Vote). This Agreement has been duly and validly executed and delivered by the each of Company Y and Merger Sub and, subject to assuming the due authorization, execution and delivery by Parent Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the each of 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 the Bankruptcy and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtEquity Exception. (b) At a meeting duly called and held prior to The Board of Directors of Company Y (the execution and delivery of this Agreement, the “Company Board adopted resolutions by which the Company Board unanimously (iY Board”) approved has directed that this Agreement and declared 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, including is (i) an affirmative vote by the Merger to be fair, advisable and in the best interests holders of the Company and its stockholders in accordance with the requirements Y Shares representing a majority of the DGCLaggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) subject to an affirmative vote by the terms and conditions holders of this Agreementa majority of the total outstanding Company Y Class A Shares, directed that this Agreement be submitted for consideration in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company’s stockholders , authorizing and (iii) subject to the terms and conditions of approving this Agreement, recommended that the holders Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Common Stock Y is required by Law, the memorandum and articles of association of Company Preferred Stock vote their Shares Y or otherwise in favor of the adoption of order for Company Y to authorize and approve this Agreement, and, as of the date hereof, none of Share Issuance or to consummate the aforesaid actions by the Company Board has been amended, rescinded or modifiedtransactions contemplated hereby.

Authority. (a) The Company Seller has all necessary requisite corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement 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 Company Stockholder ApprovalSeller Stockholders to adopt and approve this Agreement and approve the Merger. The execution adoption, execution, delivery and delivery performance of this Agreement by the Company and the approval of the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, action on the part of Seller and no other corporate proceedings on the part of the Company and no votes or written consents 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 other than hereby, except for the Company Stockholder Approval 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 (i) unanimously determined and 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 conditions set forth herein, the consummation of the Offer, the Merger and the other transactions contemplated herein, and (iii) subject to Section 7.2, unanimously recommended that the Seller Stockholders accept the Offer, tender their shares of Seller Common Stock into the Offer, and, if required by applicable Law, adopt and approve this Agreement and approve the Merger. This Agreement has been duly and validly executed and delivered by the Company and, subject to Seller and (assuming due authorization, execution and delivery by Parent and Merger Sub, Purchaser) constitutes the valid and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except that . (c) Seller has taken all actions necessary to: (i) such enforcement may be subject render the Rights Agreement inapplicable to applicable bankruptcythis Agreement and the Support Agreements, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of transactions contemplated by this Agreement, the Company Board adopted resolutions Support Agreements, the Offer and the Merger, (ii) ensure that in connection with the transactions contemplated by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the Support Agreements (A) neither Parent nor the Purchaser is or will be an “Acquiring Person” (as defined in the Rights Agreement) and (B) none of a “Stock Acquisition Date,” a “Distribution Date,” a “Section 11(a)(ii) Event” or a “Section 13 Event” (as such terms are defined in the Rights Agreement) occurs, in each case of clauses (A) and (B), solely by reason of the execution of this Agreement or the Support Agreements, or the consummation of the Merger, the Offer or the other transactions contemplated hereby, 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, (ii) subject to the terms and conditions of this Agreement, directed that by this Agreement be submitted for consideration at a meeting of or the Company’s stockholders Support Agreements and (iii) subject provide that the “Expiration Date” (as defined in the Rights Agreement) shall occur immediately prior to the terms and conditions of Effective Time. Except as described in this AgreementSection 5.3(c), recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board Rights Agreement has not been amended, rescinded amended or modified.

Authority. (a) The Company Each of Geely and M▇▇▇▇▇ Sub has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the MergerAgreement and, subject to obtaining the Company Stockholder ApprovalRequired Geely Vote, to consummate the Transactions contemplated by the Transaction Agreements. The execution Geely Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the Transactions contemplated by the Transaction Agreements, and has at a meeting duly called and held at which a majority of the directors present at such meeting voted in favor of such resolutions in accordance with the Geely Memorandum and Articles of Association and the applicable listing and corporate governance rules and regulations under the Listing Rules, (i) approved, and declared advisable, this Agreement, the Merger, the Plan of Merger and the other Transactions contemplated by the Transaction Agreements; (ii) determined that such Transactions are advisable and fair and reasonable, and in the best interests of, G▇▇▇▇ and the Geely Shareholders and (iii) resolved to recommend that the Geely Shareholders authorize and approve this Agreement, the Plan of Merger, the Merger and the other Transactions contemplated by the Transaction Agreements, as applicable. The Board of Directors of Merger Sub (the “Merger Sub Board”) and Geely as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Geely) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement by Agreement, the Company Plan of Merger and the consummation of the Transactions contemplated by the Company of the transactions contemplated hereby, Transaction Agreements (including the Merger, have been duly authorized by all necessary corporate action), and no taken all corporate actions required to be taken by the Merger Sub Board and by Geely as the sole shareholder of Merger Sub for the consummation of the Transactions contemplated by the Transaction Agreements. No other corporate proceedings on the part of the Company and no votes Geely or written consents Merger Sub are necessary to authorize and approve this Agreement Agreement, the Merger or the Plan of Merger or to consummate the transactions Transactions contemplated hereby other by the Transaction Agreements, including the Geely Share Issuance, except for an ordinary resolution of Geely requiring the affirmative vote of shareholders representing more than 50% of Geely Shares held by independent shareholders (that is, Geely Shareholders who are not required under the Company Stockholder Approval Listing Rules to abstain from voting at the Geely Shareholders Meeting) present at the Geely Shareholders Meeting in accordance with the Cayman Companies Act, the Listing Rules and the filing Geely Memorandum and Articles of Association authorizing and approving this Agreement, the Certificate Plan of Merger with Merger, the Secretary of Merger, the State of DelawareGeely Share Issuance and the other Transactions (the “Required Geely Vote”). This Agreement has been duly and validly executed and delivered by the Company each of Geely and M▇▇▇▇▇ Sub and, subject to assuming the due authorization, execution and delivery by Parent Zeekr, constitutes a valid, legal and binding agreement of each of Geely and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company each of Geely 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 the Bankruptcy and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtEquity Exception. (b) At a meeting duly called Other than the Required Geely Vote, no other vote of the Geely Shareholders is required by Law, the Geely Memorandum and held prior Articles of Association or otherwise in order for Geely to the execution authorize and delivery of approve this Agreement, the Company Board adopted resolutions by which Geely Share Issuance or to consummate the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions Transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedTransaction Agreements.

Authority. (a) At a meeting of the Board of Directors of the Company duly called and held on March 12, 2000, the Board of Directors, acting by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of the Company's stockholders and that the consideration to be paid for the Company Common Shares and Company Preferred Shares in the Offer and the Merger is fair to the holders of such Shares, (ii) declared advisable and in all respects approved and adopted this Agreement, the Offer, the Merger and the other transactions contemplated hereby, and (iii) resolved to recommend the approval and adoption of this Agreement and the Merger by the stockholders of the Company. The Company has all necessary the requisite corporate power and corporate authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder the approval and adoption of this Agreement by the holders of a majority of the voting power of the outstanding Company Common Shares, voting together as a single class (the "COMPANY STOCKHOLDER APPROVAL"), to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby so contemplated, other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of DelawareApproval. This Agreement has been duly and validly executed and delivered by the Company and, subject to due authorizationassuming this Agreement constitutes a valid and binding obligation of Tribune, execution and delivery by Parent and Merger Sub, this Agreement constitutes the a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Lawsinsolvency, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive moratorium and other forms principles of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtequity. (b) At The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL and in Article X of the Company Charter will not apply with respect to or as a meeting duly called result of this Agreement, the Voting Agreement, or the transactions contemplated hereby and held prior thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Board of Directors of the Company. True and complete copies of all Board resolutions reflecting such actions have been previously provided to Tribune. No other state takeover statute is applicable to the Offer or the Merger. The execution and delivery of this Agreement, Agreement and/or the Voting Agreement does not constitute an unpermitted transfer of any Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable and in the best interests Series C Common Shares under Article V of the Company and its stockholders in accordance with the requirements Charter. The Board of the DGCL, (ii) 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 Directors of the Company Common Stock and Company Preferred Stock vote their Shares in favor has not elected to effect a conversion of the adoption of this AgreementCompany Series C Common Shares pursuant to Article V, and, as Section 2.E.2.b of the date hereof, none Company Charter or Section 5(A)(2)(b) of the aforesaid actions by Certificate of Designation of the Company Board has been amended, rescinded or modifiedSeries C Common Shares.

Authority. (a) The Company Retail Parent has all necessary the requisite corporate power and corporate authority to execute and deliver this Agreement, Agreement and the Ancillary Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalhereby and thereby. The execution and delivery of this Agreement by and the Company Ancillary Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby and thereby have been (and such Ancillary Documents to which it is a party will be) duly authorized by all necessary corporate action, and no other corporate proceedings requisite action on the part of the Company Retail Parent and no votes further consent, approval or written consents are necessary to authorize this Agreement action is required by or to consummate from Retail Parent or any of its equityholders or creditors in connection with the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delawarethereby. This Agreement has been (and the execution and delivery of each of the Ancillary Documents to which Retail Parent is a party will be) duly and validly executed and delivered by the Company and, subject to due authorization, execution and delivery by Retail Parent and Merger Subconstitutes a valid, constitutes the valid legal and binding obligation agreement of Retail Parent (assuming this Agreement has been and the CompanyAncillary Documents to which it is a party will be duly and validly authorized, executed and delivered by the other parties hereto and thereto), enforceable against the Company Retail Parent in accordance with its their terms, except that (i) such enforcement to the extent that enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies, including specific performance, is subject to equitable defenses and to the discretion of the court before which any Proceeding therefor proceeding thereof may be brought. (b) At Each member of the Contributor Group has the requisite corporate power and authority to deliver the Ancillary Documents to which it is a meeting duly called party and held prior Retail Parent will use its best efforts to cause the execution and delivery consummation of this Agreement, the Company Board adopted resolutions transactions contemplated by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable and in the best interests of the Company Ancillary Documents by itself and its stockholders in accordance with the requirements of the DGCL, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedAffiliates.

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger, subject subject, in the case of the consummation of the Merger and if required by Law, to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than than, in the case of the consummation of the Merger and if required by Law, the Company 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 the Company and, subject to assuming due authorization, execution and delivery by Parent and Merger Subthe Purchaser, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding proceeding therefor may be brought. (b) At The Company Board, at a meeting duly called and held prior to at which all directors of the execution Company were present, duly and delivery unanimously adopted resolutions (i) determining that the terms of this Agreement, the Company Board adopted resolutions by which Offer, the Company Board unanimously Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders, (iii) approved this Agreement approving and declared declaring advisable this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable Offer and in the best interests of the Company and its stockholders in accordance with the requirements of the DGCLMerger, (iiiii) subject to the terms and conditions of this Agreement, directed directing that this Agreement be submitted to the stockholders of the Company for consideration at a meeting adoption and approval (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 1.7) and (iv) resolving to recommend that the Company’s stockholders and (iii) subject accept the Offer, tender their shares pursuant to the terms Offer and conditions of this Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, including the Offer and the Merger (if required by applicable Law), which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company Each of the Contango Parties has all necessary requisite corporate or limited liability company power and corporate authority to execute and deliver this Agreement, to perform all of the terms and conditions hereof to be performed by them and, subject to receipt of the Contango Shareholder Approval, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each of the Contango Parties, and subject to receipt of the Contango Shareholder Approval, the consummation of the transactions contemplated hereby have been duly authorized and 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, the Contango Board, by unanimous vote of the disinterested directors, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of Contango and its obligations hereunder shareholders, (ii) approved this Agreement and the transactions contemplated hereby, and (iii) resolved to submit the Contango Stock Issuance to a vote of Contango’s shareholders and to recommend approval of the Contango Stock Issuance by Contango’s shareholders. The affirmative vote (in person or by proxy) of a majority of the outstanding Contango Common Stock entitled to vote thereon and present in person or represented by proxy at a duly held Contango Special Shareholders Meeting to approve the Contango Stock Issuance in accordance with the rules and regulations of the NYSE American or, if written consent is sought in accordance with Section 5.4(c)(ii) and Section 2.12 of the Bylaws of Contango (the “Contango Bylaws”), the affirmative vote of a majority of the outstanding Contango Common Stock entitled to vote thereon (the “Contango Shareholder Approval”) is the only vote or approval of the holders of any class or series of the capital stock of Contango necessary to approve the Contango Stock Issuance and consummate the transactions contemplated by this Agreement, including the Merger, and no other corporate or limited liability company proceedings on the part of any Contango Party are necessary to consummate the transactions contemplated hereby, including the Merger. Contango, subject to obtaining the Company Stockholder Approval. The execution in its capacity as sole member of ▇▇▇▇▇▇▇ Merger Sub, has approved and delivery of adopted this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company 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 and, subject to due authorization, execution Contango Parties and delivery by Parent and Merger Sub, constitutes the valid and legally binding obligation of each of the CompanyContango Parties, enforceable against each of the Company Contango Parties in accordance with its terms, except that (i) as such enforcement may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtwhether applied in a proceeding at law or in equity). (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company Each of the Mid-Con Parties has all necessary corporate requisite limited liability company or limited partnership power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder all of the terms and conditions hereof to be performed by them and, subject to receipt of the Partnership Unitholder Approval, to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by each of the Company Mid-Con Parties, and subject to receipt of the Partnership Unitholder Approval, the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly authorized and approved by all necessary corporate action, and no other corporate proceedings requisite partnership or limited liability company action on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing each of the Certificate of Merger with the Secretary of the State of DelawareMid-Con Parties. This Agreement has been duly and validly executed and delivered by the Company and, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of this Agreementheld, the Company Board adopted resolutions GP Conflicts Committee, by which the Company Board unanimously unanimous vote, in good faith (ia) approved determined that this Agreement and declared 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 (c) recommended to be fairthe General Partner Board the approval of, advisable this Agreement and in 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, the General Partner Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in, or not opposed to, the best interests of the Company Partnership and its stockholders in accordance with the requirements holders of the DGCLPartnership Units, (ii) subject to approved this Agreement and the terms transactions contemplated hereby, including the Merger, and conditions of this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at to a meeting vote of the Company’s stockholders holders of Partnership Common Units by written consent pursuant to Section 13.11 of the Partnership LPA and recommended approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Partnership Common Units. The approval of this Agreement and the transactions contemplated hereby, including the Merger, by the affirmative vote or consent of the holders of a majority of the Outstanding (iiias defined in the Partnership LPA) subject Partnership Common Units (the “Partnership Unitholder Approval”), is the only vote or approval of partnership interests in the Partnership or of any interest in the General Partner necessary to approve this Agreement and approve and consummate the terms and conditions of transactions contemplated by this Agreement, recommended that including the holders Merger, and no other limited liability company or limited partnership proceedings on the part of any Mid-Con Party are necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly executed and delivered by each of the Company Common Stock Mid-Con Parties and Company Preferred Stock vote their Shares in favor constitutes the valid and legally binding obligation of each of the adoption of this AgreementMid-Con Parties, and, as enforceable against each of the date hereofMid-Con Parties in accordance with its terms, none except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of the aforesaid actions creditors’ rights and remedies generally and by the Company Board has been amended, rescinded general principles of equity (whether applied in a proceeding at law or modifiedin equity).

Authority. (a) The Company Each of FCB and the Group Companies has all necessary corporate the requisite corporate, sport association, limited liability company or other similar power and corporate authority to execute and deliver this AgreementAgreement and each of the Ancillary Document to which FCB or the applicable Group Company is party or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalhereby and thereby. The execution and delivery of this Agreement by Agreement, the Ancillary Documents to which FCB or the applicable Group Company is or will be a party and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary corporate action, and no (or other corporate proceedings similar) action on the part of FCB or the applicable Group Company (as applicable). This Agreement and no votes each Ancillary Document to which FCB or written consents the applicable Group Company is or will be a party has been or will be upon execution thereof, as applicable, duly and validly executed and delivered by FCB or the applicable Group Company (as applicable) and constitutes or will constitute, upon execution and delivery thereof, as applicable, (assuming that this Agreement and the Ancillary Documents to which FCB or the applicable Group Company (as applicable) is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto or thereto, as applicable), enforceable against FCB or the applicable Group Company (as the case may be) in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). The board of directors of FCB (the “FCB Board”) by resolutions duly adopted at a meeting duly called and held in accordance with its Governing Documents unanimously (i) determined that this Agreement, the Ancillary Documents and the Transactions are advisable, fair to, and in the best interests of, FCB and its members, (ii) approved this Agreement, the Ancillary Documents and the Transactions in accordance with applicable law, (iii) directed that this Agreement and the FCB Transaction Proposals be submitted to the FCB General Assembly for approval and adoption and (iv) resolved to recommend that the FCB General Assembly approve and adopt this Agreement and the FCB Transaction Proposals. None of the members of the FCB General Assembly hold or control the voting power with respect to any vote of the FCB General Assembly that represents more than 5% of the total voting power of the FCB General Assembly. No approvals of the Transactions by the FCB Board, the FCB General Assembly or FCB members or of FCB or its Affiliates are required except for the approval described in the preceding sentence and the Required FCB General Assembly Approval. No other corporate proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company 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 the Company and, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtTransactions. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company has Sellers (constituting all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate of the stockholders) have approved the transactions contemplated hereby, including by this Agreement and each of the Merger, subject to obtaining the Company Stockholder ApprovalTransaction Documents. The execution and delivery affirmative votes of the Sellers are the only votes of the holders of the Company’s capital stock necessary to approve this Agreement by the Company and the consummation by the Company of Transaction Documents and the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delawaretherein. This Agreement has and the Transaction Documents have been duly and validly executed and delivered by the Company andSellers and constitutes a legal, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, Sellers enforceable against the Sellers in accordance with there terms. No meeting has been convened or resolution proposed, or petition presented, and no order has been made, for the winding-up of the Company. No distress, execution or other similar order or process has been levied on any of the property or assets of the Company. No voluntary arrangement has been proposed or reached with any creditors of the Company. No receiver, receiver and manager, provisional liquidator, liquidator or other officer of the court has been appointed in relation to the Company. The Company is able to pay its debts as and when they fall due and the Company is not insolvent. (b) Each of the Sellers have full legal capacity, power and authority to enter into, execute and deliver this Agreement and, where applicable, the Transaction Documents, and to perform each of their obligations hereunder, thereunder and under each of the other documents required to be entered into pursuant hereto. This Agreement and each applicable Transaction Documents have been duly and validly executed and delivered by each Seller and when executed will constitute a legal, valid and binding obligation of each Seller enforceable against each Seller in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At a . No meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amendedconvened or resolution proposed, rescinded or modifiedpetition presented, and no order has been made, for the bankruptcy of any Seller. Each Seller is able to pay its debts as and when they fall due.

Authority. (a) The Company Each of the CCI Parties has all necessary corporate the requisite power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement, including the Merger, subject to obtaining the Company Stockholder ApprovalMergers. The execution and delivery of this Agreement by the Company CCI Parties and the consummation by the Company them of the transactions contemplated hereby, including the Merger, by this Agreement have been duly and validly authorized by all necessary corporate actioncorporate, limited liability company or partnership actions, as applicable, and no other corporate proceedings on the part of the Company and no votes or written consents CCI Parties are necessary to authorize this Agreement or the Mergers or to consummate the other transactions contemplated hereby other than by this Agreement, subject to the Company Stockholder Approval filing of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the SDAT and the filing of the Certificate of Merger with with, and acceptance for record of such Certificate of Merger by, the Secretary of the State of Delaware. Delaware Secretary. (b) This Agreement has been duly and validly executed and delivered by the Company CCI Parties and, subject to assuming due authorization, execution and delivery by Parent and Merger Subthe CMOF Parties, constitutes the a legally valid and binding obligation of the CompanyCCI Parties, enforceable against the Company them in accordance with its terms, except that (i) as such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and by general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtwhether enforceability is considered in a proceeding in equity or at law). (bc) At On the recommendation of the CCI Conflicts Committee, the CCI Board (including a meeting duly called and held prior to majority of directors not otherwise interested in the execution and delivery of Mergers) adopted resolutions (i) declaring that this Agreement, the Company Board adopted resolutions Mergers and the other transactions contemplated by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, are advisable and in the best interests of the Company CCI and its stockholders in accordance with the requirements of the DGCLand are fair and reasonable to CCI and on terms and conditions no less favorable to CCI than those available from unaffiliated third parties, and (ii) subject to the terms authorizing and conditions of approving this Agreement, directed that this Agreement be submitted for consideration at a meeting of the Company’s stockholders Mergers and (iii) subject to the terms and conditions of other transactions contemplated by this Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder under this Agreement, and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement by the Company Company, and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement Agreement, or to consummate the transactions contemplated hereby other than hereby, except (i) the adoption of this Agreement by the affirmative vote of a majority of the outstanding shares of Company Stockholder Approval Common Stock entitled to vote thereon and (ii) the filing and recordation of the Certificate of Merger with the Secretary of the State of Delawareappropriate merger documents as required. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery by Parent AREP Oil & Gas and Merger SubIPO Co., constitutes the valid valid, legal and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that subject to (i) such enforcement may be subject to any applicable bankruptcy, insolvency insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ rights generally and generally, (ii) fiduciary obligations under the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion laws of the court before which any Proceeding therefor may be broughtjurisdiction of its incorporation, or (iii) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). (b) At Without limiting the generality of the foregoing, the Special Committee, at a meeting duly called and held prior to the execution and delivery of this Agreementheld, the Company Board adopted resolutions by which the Company Board unanimously (i) has approved this Agreement and declared this Agreement and the transactions contemplated hereby, including hereby advisable and has determined that the Merger to be fairis fair to, advisable and in the best interests of, holders of the Company Shares (other than AREH and its stockholders in accordance with the requirements affiliates). The Board of Directors of the DGCLCompany, based on the recommendation of the Special Committee, has (i) determined that the Merger, upon the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, holders of the Shares (other than AREH and its affiliates), and (ii) subject to the terms approved and conditions of this Agreement, directed that adopted this Agreement be submitted for consideration at a meeting of and the Company’s stockholders transactions contemplated hereby and (iii) subject to the terms and conditions of this Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote declared their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedadvisability.

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption and approval of this Agreement by the holders of at least a majority of the voting power of the outstanding Shares (the “Company Stockholder Approval”), to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other than hereby, subject, in the case of the consummation of the Merger, to obtaining the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of DelawareApproval. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery by Parent Parent, HoldCo and Merger SubSub (each a “Parent Entity” and collectively, the “Parent Entities”), constitutes the a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion equity). As of the court before which any Proceeding therefor may be brought. (b) At date hereof, the Company Board, at a meeting duly called and held prior to at which all of the execution and delivery directors of this Agreement, the Company Board adopted resolutions by which the Company Board were present, has unanimously (i) approved and declared advisable this Agreement and declared the transactions contemplated hereby and, subject to Section 5.4, has resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby, including . The Company Stockholder Approval is the Merger to be fair, advisable and in only vote or consent of the best interests holders of any class or series of capital stock of the Company and its stockholders in accordance with the requirements of the DGCL, (ii) subject necessary to the terms and conditions of this Agreement, directed that approve this Agreement be submitted for consideration at a meeting of or the Company’s stockholders and (iii) subject to Merger or the terms and conditions of this Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedother transactions contemplated hereby.

Authority. (a) The Company has taken any and all action necessary under all applicable Legal Requirements and the Charter Documents and has all requisite corporate power and corporate authority to execute enter into and deliver this AgreementAgreement and any Related Agreements to which it is a party and, subject to perform its obligations hereunder and obtaining the approval by the Required Company Shareholder Vote with respect to the Shareholder Resolution, to consummate the transactions contemplated herebyby this Agreement and the Related Agreements. Subject to the foregoing, including the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement by and any Related Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby, including by this Agreement and the Merger, Related Agreements have been duly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no votes or written consents are necessary further action is required on the part of the Company to authorize this the Agreement or and any Related Agreements to consummate which it is a party and the transactions contemplated hereby other than and thereby. (b) The sufficient shareholders’ vote necessary to approve the Agreement, the Related Agreements and the transactions contemplated hereby and thereby, is the affirmative vote of majority of the Company Stockholder Approval Shares present and voting at the Company General Meeting at which a quorum is present, provided that (i) such a majority includes at least one-third (1/3) of the Company Shares held by shareholders participating in the vote who do not have a “personal interest” (as defined in the Companies Law) in the approval of such transactions; or (ii) the Company Shares voting against the approval of such transactions and held by shareholders who do not have a “personal interest” as aforesaid do not exceed one percent (1%) of the outstanding voting rights of the Company (the “Required Company Shareholder Vote”). The quorum required for the Company General Meeting consists of two or more holders of Company Share (present in person or by proxy at the Company General Meeting) and holding Company Share conferring in the aggregate twenty-five percent (25%) or more of the voting power in the Company. No statutory vote of: (i) any creditor of the Company, or (ii) any holder of any Company Options, is necessary in order to approve this Agreement, the Related Agreements and the filing transactions contemplated hereby and thereby. (c) The Board of Directors of the Certificate of Merger with Company and its Audit Committee, by resolutions duly adopted at duly held meetings (and not thereafter modified or rescinded) by the Secretary vote of the State Board of Delaware. Directors of the Company and the Audit Committee, have (i) determined that it is in the best interests of the Company to enter into, deliver and perform this Agreement, the Related Agreements and the transactions contemplated hereby and thereby; (ii) approved and adopted this Agreement, the Related Agreements, and the transactions contemplated hereby and thereby; and (iii) directed that the matters set forth in the Shareholder Resolution be submitted to the vote of the shareholders of the Company and recommended that the Company’s shareholders grant such approval. (d) This Agreement has been been, and each of the Related Agreements to which the Company is a party will be as of their dates of execution, duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery by Parent the other parties hereto and Merger Subthereto, constitutes constitute the valid and binding obligation obligations of the Company, Company enforceable against the Company it in accordance with its their respective terms, except that (i) as such enforcement enforceability may be limited by principles of public policy and subject to applicable the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtremedies. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company has OF THE BUYER’S REPRESENTATIVE Such BUYER’S REPRESENTATIVE shall, at all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate times when work is being done at the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution and SHIPYARD until delivery of this Agreement by the Company VESSEL, have the right to inspect the VESSEL, her equipment and all accessories, and work progress, or materials utilized in connection with the consummation by the Company construction of the transactions contemplated herebyVESSEL, including wherever such work is being done or such materials are stored, for the Mergerpurpose of determining that the VESSEL, have been duly authorized by all necessary corporate action, her equipment and no other corporate proceedings on the part of the Company and no votes or written consents accessories are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company 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 the Company and, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable and in the best interests of the Company and its stockholders being constructed in accordance with the terms of this CONTRACT and/or the SPECIFICATIONS and the PLAN. The BUYER’S REPRESENTATIVE shall, within the limits of the authority conferred upon him by the BUYER, make decisions or give advice to the BUILDER on behalf of the BUYER promptly on all problems arising out of, or in connection with, the construction of the VESSEL and generally act in a reasonable manner with a view to cooperating to the utmost with the BUILDER in the construction process of the VESSEL. The decision, approval or advice of the BUYER’S REPRESENTATIVE shall be deemed to have been given by the BUYER and once given shall not be withdrawn, revoked or modified except with consent of the BUILDER. No act or omission of the BUYER’S REPRESENTATIVE or his assistants shall, in any way, diminish the liability of the BUILDER under Article IX (WARRANTY OF QUALITY). The BUYER’S REPRESENTATIVE shall notify the BUILDER promptly in writing of his discovery of any construction or materials, which he believes do not or will not conform to the requirements of the DGCL, (ii) subject CONTRACT and the SPECIFICATIONS or the PLAN and likewise advise and communicate with the BUILDER on all matters pertaining to the terms construction of the VESSEL, as may be required by the BUILDER, or as he may deem necessary. However, if the BUYER’S REPRESENTATIVE fails to submit to the BUILDER without unreasonable delay any such demand concerning alterations or changes with respect to the construction, arrangement or outfit of the VESSEL, which the BUYER’S REPRESENTATIVE has examined, inspected or attended at the test thereof under this CONTRACT or the SPECIFICATIONS, the BUYER’S REPRESENTATIVE shall be deemed to have approved the same and conditions shall be precluded from making any demand for alterations, changes, or complaints with respect thereto at a later date. The BUILDER shall comply with any such demand which is not contradictory to this CONTRACT and the SPECIFICATIONS or the PLAN, provided that any and all such demands by the BUYER’S REPRESENTATIVE with regard to construction, arrangement and outfit of the VESSEL shall be submitted in writing to the authorized representative of the BUILDER. The BUILDER shall notify the BUYER’S REPRESENTATIVE of the names of the persons who are from time to time authorized by the BUILDER for this purpose. It is agreed upon between the BUYER and the BUILDER that the modifications, alterations or changes and other measures necessary to comply with such demand may be effected at a convenient time and place at the BUILDER’s reasonable discretion in view of the construction schedule of the VESSEL. In the event that the BUYER’S REPRESENTATIVE shall advise the BUILDER that he has discovered or believes the construction or materials do not or will not conform to the requirements of this AgreementCONTRACT and the SPECIFICATIONS or the PLAN, directed that this Agreement be submitted for consideration at a meeting and the BUILDER shall not agree with the views of the Company’s stockholders and (iii) subject to BUYER’S REPRESENTATIVE in such respect, either the terms and conditions BUYER or the BUILDER may, with the agreement of the other party, seek an opinion of the CLASSIFICATION SOCIETY or failing such agreement, request an arbitration in accordance with the provisions of Article XIII hereof. The CLASSIFICATION SOCIETY or the arbitration tribunal, as the case may be, shall determine whether or not a nonconformity with the provisions of this AgreementCONTRACT, recommended that the holders SPECIFICATIONS and the PLAN exists. If the CLASSIFICATION SOCIETY or the arbitration tribunal, as the case may be, enters a determination in favour of the Company Common Stock BUYER, then in such case the BUILDER shall make at its own cost the necessary alterations or changes, or if such alterations or changes can not be made in time to meet the construction schedule for the VESSEL, the BUILDER shall make fair and Company Preferred Stock vote their Shares in favor reasonable adjustment of the adoption CONTRACT PRICE in lieu of this Agreement, such alterations and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company CCTS has all necessary corporate the requisite exempted company power and corporate authority to execute and deliver this AgreementAgreement and each Ancillary Document to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby, including Transactions. Subject to the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company receipt of the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Required CCTS Shareholder Approval and the filing of the Certificate of approvals and consents to be obtained by Merger with the Secretary of the State of Delaware. This Agreement has been duly and validly executed and delivered by the Company andSub pursuant to Section ‎6.10, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions Ancillary Documents to which CCTS is or will be a party and the consummation of the Transactions have been (or, in the ease of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by which all necessary exempted company action on the Company Board unanimously (i) approved this part of CCTS. This Agreement and declared each Ancillary Document to which CCTS is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by CCTS and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of CCTS (assuming that this Agreement and the transactions contemplated herebyAncillary Documents to which CCTS is or will be a party are or will be upon execution thereof, including as applicable, duly authorized, executed and delivered by the Merger other Persons party thereto), enforceable against CCTS in accordance with its terms (subject to be fairthe Enforceability Exceptions). (b) The CCTS Board has duly and unanimously adopted resolutions (i) determining that this Agreement and the Transactions are advisable and fair to, advisable and in the best interests interest of, CCTS and the holders of the Company and its stockholders in accordance with the requirements of the DGCLCCTS Shares, (ii) subject to approving the terms execution, delivery and conditions performance by CCTS of this Agreement, directed that this Agreement be submitted for consideration at a meeting and the consummation of the Company’s stockholders Transactions and (iii) subject resolving to recommend the terms and conditions approval of this Agreement, recommended that Agreement and the Transactions by the holders of the Company Common Stock and Company Preferred Stock CCTS Shares entitled to vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedthereon.

Authority. (a) Section 3.4.1 The Company Company, through the Receiver, by virtue of the Order, has all necessary corporate power and corporate authority to execute and deliver this Agreement and each Ancillary Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, including by this Agreement and each Ancillary Agreement to be consummated by the Merger, subject to obtaining the Company Stockholder ApprovalCompany. The execution and delivery of this Agreement and each Ancillary Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby and thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company and no stockholder votes or written consents are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby other than than, with respect to the Merger, as provided in Section 3.20. The Receiver has approved this Agreement and each Ancillary Agreement, declared advisable the transactions contemplated hereby and thereby and has recommended this Agreement and each Ancillary Agreement to the stockholders of the Company Stockholder Approval and has directed that this Agreement and each Ancillary Agreement and the filing transactions contemplated hereby and thereby be submitted to the Company’s stockholders for approval at a meeting of the Certificate of Merger with the Secretary of the State of Delawaresuch stockholders. This Agreement has and each Ancillary Agreement have been duly authorized and validly executed and delivered by the Company andand constitute a legal, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its their respective terms. Section 3.4.2 The Receiver, except having been granted the power to do so by the Court, has taken all appropriate actions so that (i) such enforcement may be subject to applicable bankruptcythe restrictions on business combinations contained in Sections 78.411 through 78.444, insolvency or other similar Lawsinclusive, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At NRS will not apply with respect to or as a meeting duly called and held prior to the execution and delivery result of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this or any Ancillary Agreement and the transactions contemplated herebyhereby and thereby, including the Merger to be fairMerger, advisable without any further action on the part of the stockholders or the Receiver. True and complete copies of all documentation of the Receiver reflecting such actions have been included in the best interests Section 3.4 of the Company and its stockholders in accordance with the requirements of the DGCL, (ii) subject Disclosure Schedule. No other state takeover statute or similar statute or regulation is applicable to or purports to be applicable to the terms and conditions of this Agreement, directed that Merger or any other transaction contemplated by this Agreement be submitted for consideration at a meeting of the Company’s stockholders and (iii) subject to the terms and conditions of this or any Ancillary Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject, in the case of consummation of the Merger, to obtaining Company Shareholder Approval (as defined below) as contemplated in Section 6.2. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate power action on the part of the Company, and corporate authority no further action is required on the part of the Company to execute authorize the execution and deliver delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject only to obtaining the Company Shareholder Approval and the issuance of the Certificate of Merger by the Companies Registrar pursuant to Israeli Law. The vote of the Company’s shareholders that is required by the Company Charter Documents, by applicable Legal Requirements and by any applicable Contracts between the Company and any of its shareholders, to approve and adopt this Agreement, and approve the Merger and the transactions contemplated hereby by the Company shareholders is set forth in Section 3.3(a) of the Company Disclosure Letter (such required vote set forth on Section 3.3(a) of the Company Disclosure Letter, the “Company Shareholder Approval”). The Board of Directors of the Company has, by resolution adopted by unanimous vote at a meeting of all Directors of the Company duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that the Merger is fair to, and in the best interests of, the Company and its shareholders, and declared the Merger to perform its obligations hereunder be advisable, (ii) made all other affirmative determinations required to be made by it in connection with this Agreement and to consummate the Merger under Israeli Law, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, subject to obtaining and (iv) recommended that the shareholders of the Company Stockholder Approval. The execution approve and delivery of adopt this Agreement by Agreement, and approve the Company Merger and the consummation by the Company of the other transactions contemplated hereby, including and directed that such matter be submitted to the Merger, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Company’s shareholders at the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of DelawareShareholders’ Meeting. This Agreement has been duly and validly executed and delivered by the Company and, subject to and assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to 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 general principles of the court before which any Proceeding therefor may be broughtequity. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company has all necessary the requisite corporate power and corporate authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and approval by the Company’s stockholders of the Merger, to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder ApprovalAsset Sales. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, including the MergerAsset Sales, have been duly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company Company, subject to approval of the Merger and no votes or written consents are necessary to authorize this Agreement or to consummate the other transactions contemplated hereby other than hereby, by the Company Stockholder Approval and the filing holders of a majority of the Certificate of Merger with outstanding Shares entitled to vote thereon (the Secretary of the State of Delaware“Required Vote”). This Agreement has been duly and validly executed and delivered by the Company and, subject to due and (assuming the valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, the Buyer Parties) constitutes the legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At The Board, 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 has unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable and in the best interests of the Company and its stockholders in accordance with this Agreement, the requirements of Merger, the DGCLParent Asset Purchase Agreement, the Arizona Asset Purchase Agreement and the Asset Sales and (ii) resolved to recommend approval by the stockholders of the Company of the Merger and the transactions contemplated by the Merger Agreement, which resolutions, subject to Section 7.2, have not been subsequently rescinded, modified or withdrawn in any way (collectively, the terms and conditions of this Agreement, directed that this Agreement be submitted for consideration at a meeting “Board Recommendation”). Approval of the Company’s Merger and the other transactions contemplated hereby, by the stockholders and (iii) subject to of the terms and conditions Company by the Required Vote is the only vote of this Agreement, recommended that the holders of any class or series of stock of the Company Common Stock required to approve the Merger and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedtransactions contemplated hereby.

Authority. (a) The Company has all necessary the full legal right, corporate power and corporate authority to execute enter into this Agreement and deliver this Agreement, the transactions contemplated hereby and to perform its obligations hereunder and pursuant to consummate the transactions contemplated hereby, including the Mergerterms of this Agreement, subject to obtaining the Company Stockholder Approval. The execution approval and delivery adoption of this Agreement by the Company Company's stockholders and the consummation by consents set forth in the Company of the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement or Disclosure Schedule to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of DelawareMerger. This Agreement has been duly and validly executed and delivered by the Company and, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium or other similar Lawslaws of general application referring to or affecting enforcement of creditors' rights, now or hereafter by general equitable principles (regardless of whether enforcement is sought in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughta proceeding at law or in equity). (b) At a meeting duly called and held prior to the execution and delivery of this Agreementheld, the Company Board adopted resolutions by which the Company Company's Board unanimously (i) approved this Agreement and declared determined that this Agreement and the transactions contemplated hereby, including the Merger to be fairMerger, advisable and are in the best interests of the Company and the Company's stockholders and declared the advisability of the Merger, (ii) approved and authorized this Agreement, the Merger and the other transactions contemplated hereby, (iii) resolved, subject to its fiduciary duties, to recommend approval and adoption of this Agreement and the Merger by the Company's stockholders and (iv) took all appropriate and necessary action to render any anti-takeover statute or regulation of any jurisdiction, including Section 203 of the GCL (each, a "Takeover Statute"), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement. No other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than, with respect to the consummation of the Merger, the approval and adoption of this Agreement by the stockholders of the Company in accordance with the requirements GCL and the filing of the DGCLCertificate of Merger in accordance with the GCL). The affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Merger, approve and adopt this Agreement and in favor of the transactions contemplated hereby. (iic) subject The Company has no knowledge of any state anti-takeover or similar statute (other than the Takeover Statute) that is applicable to Purchaser or Merger Sub in connection with the Merger, this Agreement or any of the transactions contemplated hereby or thereby. (d) J.▇. ▇▇▇▇▇▇ Securities, Inc. (the "Financial Advisor") has delivered to the terms and conditions Company's Board its written opinion, dated as of the date of this Agreement, directed that this Agreement be submitted for consideration at that, as of such date and based on the assumptions, qualifications and limitations contained therein, the Stock Price is fair to the holders of Shares from a meeting financial point of view. (e) H▇▇▇▇▇▇▇ L▇▇▇▇ ▇▇▇▇▇▇ & Z▇▇▇▇ Financial Advisors, Inc. ("H▇▇▇▇▇▇▇ L▇▇▇▇") has delivered to the Company's Board, its written opinion dated as of the Company’s stockholders and (iii) subject to the terms and conditions date of this Agreement, recommended that as to the holders of matters set forth on Schedule 3.2(e) hereto (the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified"Initial Opinion").

Authority. (a) The Company DSNC has all necessary requisite corporate power and corporate authority to execute enter into this Agreement and deliver this Agreement, to perform its obligations hereunder each other agreement entered into by it in connection with the transactions contemplated hereby (the "DSNC ANCILLARY AGREEMENTS") and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalhereby and thereby. The execution and delivery of this Agreement by and the Company DSNC Ancillary Agreements and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby and thereby have been duly authorized by all necessary corporate action, and no other corporate proceedings action on the part of DSNC, subject only to the Company approval and no votes or written consents are necessary to authorize adoption of this Agreement or and the approval of the Merger by DSNC's shareholders and the filing and recordation of the Certificate of Merger pursuant to consummate New York Law and Michigan Law. A vote of the holders of at least a majority of the outstanding shares of the DSNC Common Stock is required for DSNC's shareholders to approve and adopt this Agreement and approve the Merger. Each of this Agreement and the DSNC Ancillary Agreements has been duly executed and delivered by DSNC and, assuming the due authorization, execution and delivery by Tek and, if applicable, Merger Sub, constitutes a legal, valid and binding obligation of DSNC, enforceable in accordance with its terms. The execution and delivery of this Agreement and the DSNC Ancillary Agreements by DSNC does not, and the performance of this Agreement and the DSNC Ancillary Agreements by DSNC and the consummation by DSNC of the transactions contemplated hereby and thereby will not, (i) conflict with or violate the Articles of Incorporation or Bylaws of DSNC, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the Merger by DSNC's shareholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.4(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to DSNC or by which its properties is bound or affected, or (iii) subject to obtaining such consents and approvals as are required pursuant to the FOOTHILL CAPITAL CORP. LOAN SECURITY AGREEMENT, conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair DSNC's rights or alter the rights or obligations of any third party under, or give rise to any rights of in, or result in the creation of a lien or encumbrance on, any of such properties or result in termination, amendment, acceleration or cancellation of any obligation contained in, or result in the creation of a lien or encumbrance on, any of the properties or assets of DSNC pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which DSNC or any of its subsidiaries is a party or by which DSNC, any of its subsidiaries, or any of its or their properties or assets are bound or affected; PROVIDED, that except with respect to clause (iii), any such conflicts, violations, defaults, rights, liens, encumbrances or other occurrences that would result in a breach of this representation are only those which, individually or in the aggregate, would have a Material Adverse Effect on DSNC; and PROVIDED FURTHER, THAT certain of the DSNC Contracts (as defined herein) as set forth on SCHEDULE 2.4 provide for termination upon a change of control of DSNC. Other than consents relating to change of control provisions under such DSNC Contracts, SCHEDULE 2.4 lists all consents, authorizations, filings, approvals, waivers and registrations required to be obtained in connection with the Company Stockholder Approval consummation of the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic ("Governmental Entity"), is required to be obtained by DSNC in connection with the execution and delivery of this Agreement, the DSNC Ancillary Agreements or the Certificate of Merger or the consummation of the transactions contemplated hereby or thereby, except for (i) 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 the Company andMichigan Department, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion filing of the court before which any Proceeding therefor may be brought. DSNC Proxy Statement (bas defined in Section 2.23) At a meeting duly called with the Securities and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously Exchange Commission (i"SEC") approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable and in the best interests of the Company and its stockholders in accordance with the requirements Securities Exchange Act of 1934, as amended (the DGCL"Exchange Act"), (ii) 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 such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws (including a Form S-4 registration statement to register the terms and conditions shares of this Agreement, recommended that the holders of the Company Common Stock and Company Tek Preferred Stock vote their Shares issued in favor the Merger), and the securities or antitrust laws of any foreign country and (iv) such other consents, authorizations, filings, approvals, waivers and registrations set forth on SCHEDULE 2.4, which are required for the adoption of this Agreement, and, as of parties to consummate the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedMerger.

Authority. NO VIOLATION. (a) The Company has all necessary full corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The Board of Directors of Company, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, subject are advisable and fair to obtaining and in the best interests of the holders of shares of Company Stockholder Approval. The Common Stock, (ii) duly approved and adopted a resolution containing this Agreement and approved the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been and approved the execution and performance of the Support Agreement and the Receivables Agreements and (iii) resolved to recommend that the holders of shares of Company Common Stock vote to approve and adopt this Agreement (the "COMPANY BOARD RECOMMENDATION"). A committee of the Board of Directors of Company consisting of all of Company's disinterested (as such term is defined in Subdivision 1(d)(3) of Section 302A.673 of the MBCA) directors of Company, formed in accordance with Subdivision 1(d) of Section 302A.673 of the MBCA, duly authorized approved the execution and performance of this Agreement, the Support Agreement and the Receivables Agreements and the transactions contemplated hereby and thereby. The Board of Directors of Company has directed that this Agreement be submitted to Company's shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement by all necessary corporate actionthe affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon in connection with the Merger (the "COMPANY SHAREHOLDER APPROVAL"), and no other corporate proceedings on the part of Company or the Board of Directors of the Company and no other votes or written consents of any holders of Company securities are necessary to authorize approve this Agreement or and to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delawarehereby. This Agreement has been duly and validly executed and delivered by the Company and, subject to and (assuming due authorization, execution and delivery by Parent and Merger Sub, ) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ ' rights generally generally, and general equitable principles (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtwhether considered in a proceeding in equity or at law). (b) At a meeting duly called and held prior to Except as set forth in Section 3.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this AgreementAgreement or the Receivables Agreements by Company nor the consummation by Company of the transactions contemplated hereby or thereby, nor compliance by Company with any of the Company Board adopted resolutions by which the Company Board unanimously terms or provisions hereof or thereof, will (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable and in the best interests violate any provision of the articles of incorporation or bylaws (or other constituent documents) of Company and its stockholders in accordance with the requirements of the DGCL, or any Company Subsidiary or (ii) subject assuming that the consents and approvals referred to in Section 3.4 are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries or any of their respective properties or assets, or violate, conflict with, result in a breach of any provision of or the terms and conditions loss of this Agreementany benefit under, directed that this Agreement be submitted for consideration at constitute a meeting default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Company’s stockholders and (iii) subject to the terms and conditions respective properties or assets of this AgreementCompany or any of its Subsidiaries under, recommended that the holders any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, permit, concession, franchise, license, lease, agreement, contract, pooling and servicing agreement or other Securitization Agreement (as defined in Section 3.14) or other instrument or obligation to which Company Common Stock and Company Preferred Stock vote or any of its Subsidiaries is a party, or by which they or any of their Shares respective properties or assets are bound, except as to (ii), for any such violations, conflicts, breaches, losses, terminations, cancellations, accelerations or Liens that could not reasonably be expected to have, individually or in favor of the adoption of this Agreementaggregate, and, as of a Material Adverse Effect on the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedCompany.

Authority. (a) The Company has all necessary requisite corporate power and corporate authority to execute and deliver this Agreement, Agreement and the Escrow Agreements and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalhereby and thereby. The execution and delivery of this Agreement by the Company of this Agreement, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby and thereby have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company 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 authorized by the Company’s board of directors as of the date hereof, and as of the Closing Date, all requisite corporate action of the Company shall have been taken. This Agreement and the Escrow Agreements have been duly executed and delivered by the Company and, subject to Company. Assuming the due authorization, execution and delivery of this Agreement and the Escrow Agreements by Parent the other parties hereto and Merger Subthereto, constitutes this Agreement and the Escrow Agreements constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that (i) such as enforcement may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors’ rights generally and by general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtwhether considered in a proceeding in equity or at law). (b) At The Board of Directors of the Company, at a meeting thereof duly called and held prior to the execution and delivery of this Agreementon June 29, the Company Board adopted resolutions 2014 or by which the Company Board unanimously unanimous written consent, (i) approved this Agreement and declared unanimously determined that this Agreement and the transactions contemplated herebyMerger are advisable, including the Merger fair to be fair, advisable and in the best interests of the Company and its stockholders Stockholders and (ii) resolved to recommend that the Company’s Stockholders approve and adopt this Agreement and the Merger. The consummation of the Merger, including but not limited to the payout of the consideration to Securityholders in accordance with the requirements of the DGCL, (ii) subject to the terms and conditions of this Agreement, directed that this Agreement be submitted for consideration at a meeting is subject to obtaining the approvals of the Company’s stockholders and as required by the Company’s certificate of incorporation (iii) subject to which requires the terms and conditions approval of this Agreement, recommended that the holders of not less than a majority of the outstanding shares of Company Preferred Stock, voting or consenting together as a single class on an as-converted to Company Common Stock basis) and as required by applicable Law, and no other Company Preferred Stock vote their Shares in favor of approvals or Company corporate proceedings are necessary to authorize the adoption execution and delivery of this Agreement, and, as of Agreement or any Ancillary Agreements or to consummate the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded transactions contemplated hereby or modifiedthereby.

Authority. (a) The Assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, the Company has all necessary corporate power and corporate authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Offer, the Merger and the other transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize approve this Agreement or to consummate the Offer, the Merger and the other transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delawarehereby. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtequity). (b) At a meeting duly called and held prior to the execution and delivery of The Company Board has unanimously adopted resolutions (i) determining that this Agreement, the Company Board adopted resolutions by which Offer, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company Board unanimously and its stockholders, (iii) approved this Agreement subject to Section 6.4, approving and declared declaring advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and resolving that the Merger to be fair, advisable and in the best interests of the Company and its stockholders in accordance with the requirements is governed by Section 251(h) of the DGCL, (iiiii) subject resolving to recommend that the Company’s stockholders accept the Offer and tender their Shares pursuant to the terms Offer (this clause (iii), the “Recommendation”) and conditions of this Agreement, directed that (iv) approving this Agreement and the transactions contemplated hereby for purposes of Section 203 of the DGCL, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be submitted for consideration at permitted by Section 6.4. (c) Pursuant to applicable Law (including the DGCL) and the Company Charter and Company Bylaws, the affirmative vote of the holders of Shares representing a meeting majority of the outstanding Shares constitutes the only vote required of the holders of any class or series of the Company’s stockholders and (iiicapital stock or other securities that would be, in the absence of Section 251(h) subject to the terms and conditions of this Agreement, recommended that the holders of the Company Common Stock DGCL, required to adopt this Agreement and Company Preferred Stock vote their Shares in favor of approve the adoption of this Agreementtransactions contemplated hereby, and, as of including the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedMerger.

Authority. (a) The Company has all necessary the requisite corporate power and corporate authority to execute and deliver this Agreement, and, subject to the adoption of this Agreement by the requisite vote of the Company’s stockholders, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including by this Agreement to be consummated by the Merger, subject to obtaining the Company Stockholder ApprovalCompany. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby and thereby have been duly and validly authorized by all necessary the requisite corporate action, action and no other corporate proceedings on the part of the Company and no stockholder votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or thereby other than than, with respect to the Company Stockholder Approval Merger, as provided in Section 4.20. The Board has (i) approved this Agreement, (ii) declared advisable the transactions contemplated hereby, (iii) directed that this Agreement and the filing transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and (iv) resolved to recommend that the Certificate Company’s common and preferred stockholders approve the adoption of Merger with this Agreement (the Secretary of the State of Delaware“Board Recommendation”). This Agreement has been duly authorized and validly executed and delivered by the Company andand constitute legal, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to, or as a meeting duly called and held prior to the execution and delivery of this Agreementresult of, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger Merger, without any further action on the part of the stockholders or the Board. True, correct and complete copies of all resolutions of the Board reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation is applicable to or purports to be fair, advisable and in the best interests of the Company and its stockholders in accordance with the requirements of the DGCL, (ii) subject applicable to the terms and conditions of Merger or any other transaction contemplated by 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (ai) The Company has all necessary requisite corporate power and corporate authority to execute and deliver enter into this AgreementAgreement and, subject to perform its obligations hereunder and approval by the stockholders of the Company, to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Company, other than such approval by the Company Stockholder Approval and the filing stockholders of the Certificate of Merger with the Secretary of the State of DelawareCompany. This Agreement has been duly and validly executed and delivered by the Company and, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable as affected by bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ ' rights generally and general equitable principles (ii) the remedy whether considered in a proceeding in equity or at law). The affirmative vote of specific performance and injunctive and other forms holders of equitable relief may be subject to equitable defenses and to the discretion a majority of the court before which any Proceeding therefor may be brought. outstanding shares of Company Common Stock entitled to vote at a duly called and held meeting of stockholders (bthe "Stockholders' Meeting") At is the only vote of the Company's stockholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. The Independent Committee has been duly authorized and constituted and the Board, based on the approval and recommendation of the Independent Committee at a meeting duly called and held prior held, has (A) determined that (x) the Merger Consideration is fair to the execution holders of Shares and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (iy) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, is advisable and in the best interests of the Company and its stockholders the holders of Shares, (B) approved and declared the advisability of this Agreement in accordance with the requirements provisions of the DGCL. The Independent Committee has received the written opinion (the "Fairness Opinion") of ▇▇▇▇▇▇, (ii) subject ▇▇▇▇▇▇▇▇ Securities, Inc. to the terms and conditions effect that, as of this AgreementMarch 30, directed that this Agreement 2001 the Merger Consideration to be submitted for consideration at a meeting of the Company’s stockholders and (iii) subject paid to the terms and conditions of this Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor is fair to such holders from a financial point of the adoption of this Agreementview, and, as of the date hereof, none such Fairness Opinion has not been withdrawn. (ii) Subject to compliance with the applicable requirements of the aforesaid actions Exchange Act and the filing of the Certificate of Merger as contemplated by Section 1.3, the execution and delivery of this Agreement and the Certificate of Merger, the consummation of the transactions contemplated hereby and thereby, and compliance of the Company with any of the provisions hereof or thereof will not breach, constitute an ultra ▇▇▇▇▇ act under, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on assets (any such breach, ultra ▇▇▇▇▇ act, violation, default, right of termination, cancellation, acceleration loss or creation, a "Violation") pursuant to, (x) any provision of the certificate of incorporation or by-laws of the Company or the governing instruments of any Subsidiary of the Company or (y) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below or in the Company Disclosure Letter, any loan or credit agreement, note, mortgage, indenture, lease, or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except Violations under clause (y) which would not have a Material Adverse Effect on the Company. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any Subsidiary of the Company in connection with the execution and delivery of this Agreement and the Certificate of Merger by the Company, the consummation by the Company Board has been amendedof the transactions contemplated hereby and thereby, rescinded and compliance of the Company with any of the provisions hereof or modifiedthereof, the failure to obtain which would have a Material Adverse Effect on the Company, except for (A) the filing with the Securities and Exchange Commission (the "SEC") of (1) a Proxy Statement in definitive form relating to the meeting of the Company's stockholders to be held in connection with the Merger (2) a Transaction Statement on Schedule 13E-3 (as hereinafter defined) and (3) such other filings under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (B) the filing of the Certificate of Merger as contemplated by Section 1.1 and appropriate documents with the relevant authorities of states in which the Company is qualified to do business, and (C) filings pursuant to the rules of the Nasdaq National Market.

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

Authority. (a) The Company has all necessary requisite corporate power and authority, and has taken all corporate authority to execute and deliver this Agreementaction necessary, to execute, deliver and perform its obligations hereunder this Agreement and to consummate the transactions contemplated hereby, including the Merger, subject only to obtaining the affirmative vote (in person or by proxy) of the holders of a majority of all of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholder Approval. The execution and delivery of Shareholders Meeting, or any adjournment or postponement thereof, to approve this Agreement by (the "Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval Requisite Vote") and the filing of the Certificate of Merger with the Secretary of the State of DelawareMichigan LARA. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes the a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effects of applicable bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws, now Laws relating to or hereafter in effect, affecting creditors’ ' rights generally generally, and general equitable principles (iiwhether considered in a proceeding in equity or at law) (the remedy of specific performance "Bankruptcy and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtEquity Exception"). (b) At All of the directors of the Company Board of Directors present at a meeting duly called and held prior to meeting, at which a quorum of the execution and delivery directors of this Agreement, the Company Board adopted resolutions by which the Company Board of Directors were present, unanimously (i) approved this Agreement and declared determined that this Agreement and the transactions contemplated hereby, including the Merger Merger, are advisable, fair to be fair, advisable and in the best interests of the Company and its stockholders in accordance with the requirements of the DGCLshareholders, (ii) subject to the terms approved and conditions of adopted this Agreement, (iii) resolved to recommend that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger (the "Company Recommendation") and (iv) directed that this Agreement and the Merger 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 shareholders of the Company Common Stock and Company Preferred Stock vote for their Shares approval, which resolutions have not been amended, withdrawn or modified in favor of the adoption of this Agreement, and, any way as of the date hereof, none . The only vote of the aforesaid actions by shareholders of the Company Board has been amended, rescinded or modifiedrequired to approve this Agreement and the transactions contemplated hereby is the Company Requisite Vote.

Authority. (ai) The Company has all necessary requisite corporate power and corporate authority to execute and deliver this AgreementAgreement and, subject to receipt of the Company Stockholder Approval, to perform its obligations hereunder under this Agreement and to consummate the Merger and the other transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated hereby (other than the receipt of the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of DelawareApproval). This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery by Parent and Merger Subeach of the other parties hereto, constitutes the a legal, 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 the effects of bankruptcy, insolvency insolvency, fraudulent transfer, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting creditors’ the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing (the “Bankruptcy and Equity Exception”). (ii) the remedy The Board of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Directors of the court before which any Proceeding therefor may be brought. (b) At Company, acting upon the unanimous recommendation of the Special Committee, at a meeting duly called and held prior to meeting has, by unanimous vote of all of the execution and delivery of this Agreementdirectors, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger determined that it is fair to be fair, advisable and in the best interests of the Company and its stockholders in accordance with stockholders, and declared it advisable, to enter into this Agreement and consummate the requirements of Merger and the DGCLother transactions contemplated hereby, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger upon the terms and subject to the terms and conditions of set forth in this Agreement, (iii) directed that the Company submit the adoption of this Agreement be submitted for consideration to a vote at a meeting of the Company’s stockholders and (iii) subject to of the Company in accordance with the terms and conditions of this Agreement, recommended and (iv) subject to Section 4.02, resolved to recommend that the holders stockholders of the Company Common Stock and adopt this Agreement (the “Company Preferred Stock vote their Shares in favor of Recommendation”) at the adoption of this AgreementCompany Stockholders’ Meeting, and, which resolutions have not as of the date hereofhereof been subsequently rescinded, none of the aforesaid actions by the Company Board has been amended, rescinded modified or modifiedwithdrawn in any way.

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Shareholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no shareholder votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Shareholder Approval and the filing of the Certificate Agreement of Merger with the Secretary of the State of DelawareCalifornia. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved determined that the Merger and the other transactions contemplated by this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger are fair to be fair, advisable and in the best interests of the Company and its stockholders shareholders, (ii) approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby, in accordance with the requirements of the DGCLCGCL, (ii) 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 Common Stock and Company Preferred Stock Company’s shareholders vote their Shares in favor of approving this Agreement and the adoption of this AgreementMerger, and, as of the date hereofof this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company has all necessary requisite corporate power and corporate authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including subject, in the case of consummation of the Merger, subject to obtaining the Company Stockholder Approvaladoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no votes or written consents are necessary 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 other than hereby, subject only to the Company Stockholder Approval adoption of this Agreement by the Company’s stockholders as contemplated by Section 5.2 and the filing of the Certificate of Merger with the Secretary pursuant to Delaware Law. The affirmative vote of the State holders of Delawarea majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of Company capital stock necessary to adopt this Agreement and consummate the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has, by resolution duly adopted by all directors present and voting at a meeting duly called and held and not subsequently rescinded or modified (except as is permitted pursuant to Section 5.3(d) hereof or for clerical or administerial modifications), duly (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (ii) duly and validly approved this Agreement and the transactions contemplated thereby, including the Merger, and taken all corporate actions required to be taken by the Company’s Board of Directors to authorize the consummation of the Merger, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Stockholders’ Meeting. This Agreement has been duly and validly executed and delivered by the Company and, subject to and assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ the rights and remedies of creditors generally and (ii) the remedy to general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtequity. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Each of the Company and Merger Sub has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalby this Agreement. The execution and delivery of this Agreement by the Company and Merger Sub and the consummation by the Company and Merger Sub of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company or Merger Sub and no stockholder votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delawarehereby. This Agreement has been duly authorized and validly executed and delivered by each of the Company and, subject to due authorization, execution and delivery by Parent and Merger SubSub and constitutes a legal, constitutes the valid and binding obligation of each of the CompanyCompany and Merger Sub, enforceable against each of the Company and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtgeneral equity principles. (b) At a meeting duly called and held prior to the execution and delivery The Board of this Agreement, Directors of the Company Board (the ''Company Board''), by resolutions duly adopted resolutions by which unanimous vote by unanimous written consent and not subsequently rescinded or modified in any way (the ''Company Board unanimously Approval''), has duly (i) approved this Agreement and declared determined that this Agreement and the transactions contemplated hereby, hereby (including the Merger Merger) are advisable and fair to be fair, advisable and in the best interests of the Company and its stockholders stockholders, and (ii) approved and adopted this Agreement, 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 accordance with the requirements 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) subject to the terms approved and conditions of this Agreement, directed that adopted this Agreement be submitted for consideration at a meeting of and the Company’s stockholders transactions contemplated hereby (including the Merger) and (iii) subject to the terms and conditions of this Agreement, recommended that the holders of Company approve and adopt this Agreement and the Company Common Stock and Company Preferred Stock vote their Shares in favor of transactions contemplated hereby (including the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedMerger).

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and, assuming the representations and warranties set forth in Section 4.7 are true and correct, to consummate the transactions contemplated hereby, including the Offer and the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement by the Company and, assuming the representations and warranties set forth in Section 4.7 are true and correct, the consummation by the Company of the transactions contemplated herebyby this Agreement, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and, assuming the representations and warranties set forth in Section 4.7 are true and correct, no stockholder votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delawareby this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, 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 insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting relating to creditors’ rights generally and (ii) the remedy equitable remedies 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 proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of this Agreementheld, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and determined that the transactions contemplated herebyby this Agreement, including the Merger Offer and the Merger, are fair to be fair, advisable and in the best interests of the Company and its stockholders in accordance with the requirements of the DGCLstockholders, (ii) subject approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, and (iii) determined to make the terms and conditions Company Board Recommendation. As of the date 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by described in the Company Board immediately preceding sentence has been amended, rescinded or modifiedmodified in any respect. (c) The Company has, assuming the representations and warranties set forth in Section 4.7 are true and correct, taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board.

Authority. (a) The Company has all necessary corporate power and corporate authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Merger and the other transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize approve this Agreement or to consummate the Merger and the other transactions contemplated hereby other than hereby, subject, in the Company Stockholder Approval and the filing case of the Certificate of Merger with the Secretary consummation of the State Merger, to the approval of Delawarethis Agreement by the holders of a majority of the outstanding Shares (the “Company Shareholder Approval”). This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtequity). (b) At The Company Board, at a meeting duly called and held prior to at which all directors of the execution Company were present, acting on the unanimous recommendation of the Special Committee, duly and delivery unanimously adopted resolutions (i) determining that the terms of this Agreement, the Company Board adopted resolutions by which Merger and the other transactions contemplated hereby are in the best interests of the Company Board unanimously and its shareholders, (iii) approved this Agreement adopting, in accordance with the FBCA, and declared declaring advisable this Agreement and the transactions contemplated hereby, 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 DGCLMerger, (iiiii) subject to the terms and conditions of this Agreement, directed directing that this Agreement be submitted to the shareholders of the Company for consideration at a meeting approval, and (iv) recommending that the Company’s shareholders vote in favor of the 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, except as may be permitted by Section 5.3. (c) The Company Shareholder Approval is the only vote of the holders of any class or series of the Company’s stockholders and (iii) subject to capital stock or other securities required in connection with the terms and conditions Merger. No vote of this Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor any class or series of the adoption Company’s capital stock or other securities is required in connection with the consummation of this Agreement, and, as any of transactions contemplated hereby other than the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedMerger.

Authority. (a) The Company Each of the Parent Parties has all necessary requisite corporate or other entity power and corporate authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and and, subject to the receipt of the Parent Stockholder Approval, to consummate the transactions contemplated herebyby this Agreement to which a Parent Party is a party, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance by the Parent Parties of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all necessary corporate actionaction on behalf of such Parent Parties, subject, (i) (x) with respect to the issuance of shares of Parent Common Stock in connection with the Company Merger pursuant to this Agreement (the “Parent Common Stock Issuance”) and (y) with respect to the amendment of the Parent Charter to increase the authorized shares of Parent Common Stock such that a total of 1,500,000,000 shares of Parent Common Stock are authorized for issuance under the Parent Charter (the “Parent Charter Amendment”), the receipt of the Parent Stockholder Approval, (ii) with respect to the Mergers, to (x) the filing of the Company Articles of Merger with, and no the acceptance for record of the Company Articles of Merger by, the SDAT, (y) the filing of the Partnership Merger Certificate with, and the acceptance of the Partnership Merger Certificate by, the Secretary of State of the State of Delaware, and (z) the filing of the Partnership Articles of Merger with, and the acceptance for record of the Partnership Articles of Merger by, the SDAT. No other corporate proceedings on the part of the Company and no votes or written consents Parent Parties are necessary to authorize this Agreement or the Mergers or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delawareby this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company Parent Parties and, subject to assuming the due authorization, execution and delivery hereof by Parent and Merger Subeach of the Company Parties, constitutes the a valid and legally binding obligation of the CompanyParent Parties, enforceable against the Company Parent Parties in accordance with its terms, except that (i) as such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and by general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtwhether enforceability is considered in a proceeding in equity or at law). (b) At The Parent Board, at a meeting duly called held meeting, has, on behalf of Parent and held prior to in Parent’s capacity as the execution sole managing member of Parent OP (and delivery on behalf of this AgreementParent in Parent’s capacity as sole member of Alpine Sub and on behalf of Parent OP in Parent OP’s capacity as the sole member of Alpine OP Sub), the Company Board adopted resolutions by which the Company Board unanimously unanimous vote (i) approved the execution, delivery and performance of this Agreement and declared that this Agreement and the transactions contemplated hereby, including the Merger to be fairParent Common Stock Issuance, the Parent Charter Amendment, and the Mergers, are advisable and in the best interests of Parent and the Company and its stockholders in accordance with the requirements of the DGCLParent, (ii) subject to the terms and conditions of this Agreement, directed that this Agreement the Parent Common Stock Issuance and the Parent Charter Amendment be submitted for consideration at a meeting of the Company’s stockholders Parent Stockholder Meeting, and (iii) subject resolved to the terms and conditions of this Agreement, recommended recommend that the holders stockholders of the Company Common Stock and Company Preferred Stock Parent vote their Shares in favor of the adoption approval of this Agreement, and, as Parent Common Stock Issuance and the Parent Charter Amendment (the “Parent Recommendation”) and approved the inclusion of the date hereofParent Recommendation in the Proxy Statement/Prospectus, none of the aforesaid actions by the Company Board has except that this clause (iii) is subject to Section 7.4(b)(iv) and Section 7.4(b)(v), and such resolutions remain in full force and effect and have not been amendedsubsequently rescinded, rescinded modified or modifiedwithdrawn in any way except as expressly permitted hereunder.

Authority. (a) The Company has all necessary requisite corporate power and corporate authority to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of and perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalunder this Agreement. The execution and delivery of this Agreement by the Company and Company, the consummation by the Company of the Merger and the other transactions contemplated hereby, including by this Agreement and the Merger, compliance by the Company with the provisions of this Agreement have been duly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement, to consummate the Merger and the other transactions contemplated by this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger comply with the Secretary provisions of the State of Delawareand perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery by Parent and Merger Subeach of the other parties hereto, constitutes the a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms except that (i) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now applicable Laws relating to or hereafter in effect, affecting creditors’ rights generally and or by equitable principles (ii) the remedy regardless of specific performance and injunctive and other forms whether enforcement is sought at law or in equity). The Board of equitable relief may be subject to equitable defenses and to the discretion Directors of the court before which any Proceeding therefor may be brought. (b) At Company, at a meeting duly called and held prior to and at which a quorum was present, duly adopted resolutions unanimously (a) adopting and declaring the execution and delivery advisability of this Agreement, the Company Board adopted resolutions by which Offer, the Company Board unanimously (i) approved this Agreement and declared this Agreement Merger and the other transactions contemplated herebyby this Agreement, including the Merger to be fair, advisable and (b) declaring that it is in the best interests of the Company and its the stockholders in accordance with the requirements of the DGCLCompany (other than Parent and its Subsidiaries) that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement and that the stockholders of the Company tender their shares of Company Common Stock pursuant to the Offer, (ii) in each case on the terms and subject to the conditions set forth herein, (c) declaring that the terms of the Offer and conditions of this Agreement, directed that this Agreement be submitted for consideration at a meeting of the Merger are fair to the Company and the Company’s stockholders (other than Parent and its Subsidiaries) and (iiid) subject to the terms and conditions of this Agreement, recommended recommending that the holders Company’s stockholders accept the Offer and tender their shares of the Company Common Stock and pursuant to the Offer (collectively, the “Company Preferred Stock vote their Shares Recommendation”), which resolutions, except to the extent permitted by Section 6.2, have not been rescinded, modified or withdrawn in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedany way.

Authority. (a) The Company has all necessary full corporate power and corporate authority to execute and deliver this Agreement, Agreement and each of the Ancillary Agreements to which it will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, including the Merger, subject to obtaining delivery and performance by the Company Stockholder Approval. The execution and delivery of this Agreement by and each of the Ancillary Agreements and Acquisition Agreements to which the Company will be party and the consummation by the Company of the transactions contemplated hereby, hereby and thereby (including the Merger, Pre-Closing Transaction Steps) have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part Board of Directors of the Company. No vote of the holders of any securities of the Company or any of its Subsidiaries is necessary (or if any is required, such vote shall have been obtained) to approve and no votes or written consents are necessary to authorize adopt this Agreement or to consummate Agreement, the Acquisition Agreements, the Closing and the other transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delawarethereby. This Agreement has been been, and upon their execution each of the Ancillary Agreements and Acquisition Agreements to which the Company will be a party will have been, duly and validly executed and delivered by the Company and, subject to assuming due authorization, execution and delivery by Parent each of the other parties hereto and Merger Subthereto, constitutes this Agreement constitutes, and upon their execution each of the Ancillary Agreements and Acquisition Agreements to which the Company will be a party, will constitute, the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, their respective terms except that (i) such enforcement may be subject to applicable as limited by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, affecting Laws relating to creditors’ rights generally or by general principles of equity, whether such enforceability is considered in a proceeding in equity or at law (the “Bankruptcy and (ii) Equity Exception” XE " QUOTE 0X201C “Bankruptcy and Equity Exception QUOTE 0X201D ”" \t “‎Section 3.2(a)" ). For the remedy avoidance of specific performance and injunctive and other forms doubt, no approval from the Board of equitable relief may be subject to equitable defenses and to the discretion Directors or shareholders of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of Mexican Subsidiary is required in connection with this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company has Board, acting upon the recommendation of the Special Committee, at a meeting duly called and held, duly and by unanimous vote of all members thereof approved and adopted resolutions (i) authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, (ii) approving and declaring advisable, fair to and in the best interests of the Company and its stockholders this Agreement, the Merger, the Voting Agreement and the other transactions contemplated hereby and thereby, (iii) directing that this Agreement be submitted for approval by the stockholders of the Company and (iv) recommending that the stockholders of the Company adopt this Agreement (the “Company Recommendation ”). (b) The only vote of the holders of any class or series of capital stock of the Company necessary corporate power and corporate authority for the Company to execute and deliver approve this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement, including the Merger, subject is the adoption of this Agreement by the affirmative vote or consent of the holders of a majority of the outstanding shares of Company Common Stock (the “Stockholder Approval ”). The Company has the requisite corporate power and authority to obtaining (i) enter into and deliver this Agreement and (ii) perform its obligations under and consummate the Company transactions contemplated by this Agreement, subject, with respect to this clause (ii), to receipt of the Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including by this Agreement by the Merger, Company have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate Company, subject, in the transactions contemplated hereby other than the Company Stockholder Approval and the case of filing of the Certificate of Merger with the Delaware Secretary and consummating the Merger, to receipt of the State of DelawareStockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes the a legal, 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 insolvency, fraudulent conveyance, reorganization, moratorium and other Laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtprinciples (whether considered in a proceeding in equity or at law). (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject, in the case of the Merger if Parent and its Subsidiaries do not own at least 90% of the outstanding Shares immediately prior to the filing of the Articles of Merger, to the adoption and approval of this Agreement and the Merger by the holders of at least a majority of the outstanding stock of the Company entitled to vote thereon (the “Company Shareholder Approval”), to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other than hereby, subject, in the case of the consummation of the Merger, to obtaining the Company Stockholder Shareholder Approval (if Parent and its Subsidiaries do not own at least 90% of the outstanding Shares immediately prior to the filing of the Certificate Articles of Merger) and to the filing of the Articles of Merger with the Secretary of State of the State of DelawareMinnesota as required by the MBCA. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At equity). The Company Board, at a meeting duly called and held prior to the execution and delivery of this Agreementheld, the Company Board adopted resolutions by which the Company Board has unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable and in the best interests of the Company and its stockholders in accordance with shareholders this Agreement and the requirements transactions contemplated hereby, has authorized the issuance of the DGCLTop-Up Shares, (ii) subject to assuming 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.Top-Up Option is exercised pursuant to

Authority. (a) The Company has all necessary the requisite corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebyby this Agreement to which Company is a party, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, by this Agreement have been duly and validly authorized by all necessary corporate actionaction on behalf of Company, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated hereby other than by this Agreement, subject to (i) the receipt of the Company Stockholder Approval and Approval, (ii) the filing of the Certificate Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT and (iii) the filing of the Merger Certificate with the Secretary of the State of DelawareDSOS. This Agreement has been duly and validly authorized, executed and delivered by the Company andCompany, subject to and assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legally valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) as such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ ' rights generally and by general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtwhether enforceability is considered in a proceeding in equity or at law). (b) At The Company Board, at a meeting duly called and held prior to the execution and delivery meeting, has, on behalf of Company, (i) unanimously determined that this Agreement, the Company Board adopted resolutions Merger and the other transactions contemplated by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, are advisable and in the best interests of the Company and its stockholders in accordance with the requirements holders of the DGCLCompany Common Stock, (ii) subject to unanimously authorized and approved the terms execution, delivery and conditions performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) unanimously directed that the Merger and the other transactions contemplated by this Agreement be submitted for consideration at to a meeting vote of the Company’s stockholders and (iii) subject to the terms and conditions of this Agreement, recommended that the holders of the Company Common Stock Stock, and Company Preferred Stock vote their Shares in favor (iv) unanimously resolved to recommend the approval of the adoption of Merger and the other transactions contemplated by this AgreementAgreement by Company stockholders (such recommendation, andthe "Company Board Recommendation"), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as of may be permitted after the date hereof, none of the aforesaid actions hereof by the Company Board has been amended, rescinded or modifiedSection 7.3.

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement by and the Company Ancillary Documents executed as of the date hereof and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby and thereby by Purchaser have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Purchaser, and the Company execution and delivery of the Ancillary Documents to be executed by Purchaser or its affiliates at the Closing and the consummation of the transactions contemplated thereby will be duly and validly authorized by all necessary action on the part of Purchaser or its affiliates prior to the Closing and no votes other proceedings in the part of Purchaser or written consents are its affiliates is necessary to authorize such execution, delivery and performance. Each of this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing Ancillary Documents executed as of the Certificate of Merger with the Secretary of the State of Delaware. This Agreement date hereof has been duly and validly executed and delivered by Purchaser and constitutes, and each Ancillary Document to be entered into by Purchaser or its affiliates will be duly and validly executed and delivered at or prior to the Company andClosing and when so executed and delivered will constitute, subject to due authorizationits legal, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that (i) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally generally, and (ii) except that the availability of the remedy of specific performance and injunctive and or other forms of equitable relief may be is subject to equitable defenses and to the discretion of the court before which any Proceeding proceeding therefor may be brought. (b) At The execution and delivery of this Agreement and the Ancillary Documents executed as of the date hereof by Purchaser or its affiliates does not, and the execution and delivery by Purchaser or its affiliates of the Ancillary Documents to be executed by Purchaser or its affiliates at the Closing, the consummation by Purchaser or its affiliates of the transactions contemplated hereby and thereby and the compliance by Purchaser or its affiliates with the terms of this Agreement and the Ancillary Documents to which Purchaser or its affiliates is or will be a meeting duly called party will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the assets of Purchaser or its affiliates under any provision of (i) the articles of incorporation or bylaws (or comparable organizational documents) of Purchaser or such affiliates; (ii) subject to the filings and held prior other matters referred to in the following paragraph (c), any law, judgment, order, decree, statute, ordinance, rule or regulation applicable to Purchaser or such affiliates; or (iii) any of the terms, conditions, or provisions of any note, lien, bond, mortgage, indenture, license, lease, contract, commitment, agreement, understanding, restriction or other instrument or obligation, except in the case of clause (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not materially impair the ability of Purchaser or such affiliates to perform its obligations under this Agreement. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by Purchaser or its affiliates in connection with the execution and delivery of this AgreementAgreement or the Ancillary Documents or the consummation of the transactions contemplated hereby and thereby, the Company Board adopted resolutions by which the Company Board unanimously except for (i) approved this Agreement compliance with and declared this Agreement filings under the HSR Act and the transactions contemplated hereby, 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, (ii) subject those the failure of which to obtain or make, individually or in the terms and conditions aggregate, would not materially impair the ability of this Agreement, directed that Purchaser or its affiliates to perform their respective obligations under this Agreement be submitted for consideration at a meeting of or the Company’s stockholders and (iii) subject to the terms and conditions of this Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedAncillary Documents.

Authority. (a) The Company Seller has all necessary the requisite corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby (other than, including with respect to the Merger, subject to obtaining the Company Stockholder Approvalapproval and adoption of this Agreement by the Seller’s stockholders in accordance with the IBCL, the Seller Articles and the Seller By-Laws). The execution and delivery of this Agreement by the Company Seller and the consummation by the Company Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Seller, including, without limitation, the Seller’s Board of Directors (other than, with respect to the Merger, the approval and adoption of this Agreement by the Seller’s stockholders in accordance with the IBCL, the Seller Articles and the Seller By-Laws). As of the date of this Agreement, the Seller’s Board of Directors, at a meeting duly called, constituted and held in accordance with the IBCL and the provisions of the Seller Articles and the Seller By-Laws, has by the unanimous vote of all of the members of the Seller’s Board of Directors determined (a) that this Agreement and the transactions contemplated hereby, including the Merger, have been duly authorized are advisable to, fair to and in the best interests of the Seller and its stockholders, (b) to submit this Agreement for approval and adoption by all necessary corporate actionthe stockholders of the Seller and to declare the advisability of this Agreement, and no (c) to recommend that the stockholders of the Seller adopt and approve this Agreement and the transactions contemplated hereby, including the Merger, and direct that this Agreement and the Merger be submitted for consideration by the stockholders of the Seller at the Seller Stockholders’ Meeting (collectively, the “Seller’s Board of Directors Recommendation”). No other corporate proceedings on the part of the Company and no votes or written consents Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than than, with respect to the Company Stockholder Approval Merger, the approval and adoption of this Agreement by the Seller’s stockholders in accordance with the IBCL, the Seller Articles and the filing of the Certificate of Merger with the Secretary of the State of DelawareSeller By-Laws). This Agreement has been duly and validly executed and delivered by by, and constitutes a valid and binding obligation of, the Company Seller and, subject to assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, is enforceable against the Company Seller in accordance with its terms, except that (i) such as enforcement may be subject to applicable limited by Laws affecting insured depository institutions, general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency or other and similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtremedies generally. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company has all necessary requisite corporate power and corporate authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder under this Agreement and to consummate the Offer, the Merger and the other transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all necessary corporate action, and and, assuming the conditions of Section 3-106.1 of the MGCL have been satisfied, no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement or the Offer or the Merger or to consummate the transactions contemplated hereby other than (subject, with respect to the Company Stockholder Approval and Merger, to the filing of the Certificate Articles of Merger with the Secretary and acceptance for record of the State Articles of DelawareMerger by the Maryland Department). This Agreement has been duly and validly authorized, executed and delivered by the Company and, subject to assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Subthe other Parties, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that (i) such enforcement as the same may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now Laws affecting or hereafter in effect, affecting relating to creditors’ rights generally and general equitable principles (ii) the remedy of specific performance “Bankruptcy and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtEquity Exceptions”). (b) At a meeting duly called and held prior to held, the execution and delivery 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 Company Board adopted resolutions by which Offer, the Company Board unanimously (i) approved this Agreement and declared this Agreement Merger and the other transactions contemplated hereby, including the Merger hereby are fair to be fair, advisable and in the best interests of the Company and its stockholders in accordance with the requirements of the DGCLCompany’s stockholders, (ii) subject to the terms approved and conditions of declared advisable this Agreement, directed that this Agreement be submitted for consideration at a meeting of the Company’s stockholders Offer, the Merger and the other transactions contemplated hereby and (iii) subject to the terms and conditions of this AgreementSection 5.02, recommended resolved to recommend that the holders stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub in the Offer (the “Company Recommendation”) and include such Company Preferred Stock vote their Shares Recommendation in favor of the adoption of this AgreementSchedule 14D-9, and, which resolutions have not as of the date hereofhereof been subsequently rescinded, none of the aforesaid actions by the Company Board has been amended, rescinded modified or modifiedwithdrawn in any way.

Authority. (a) The Company IMS Health has all necessary corporate power and corporate authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company IMS Health and the consummation by the Company IMS Health of the transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, action on the part of IMS Health and no other corporate proceedings on the part of the Company and no votes or written consents IMS Health are necessary to authorize approve this Agreement or to consummate the Merger and the other transactions contemplated hereby other than hereby, subject, in the Company Stockholder Approval case of the consummation of the Merger and the filing other transactions contemplated hereby, to (i) the adoption of this Agreement by the affirmative vote of the Certificate holders of Merger a majority of the outstanding IMS Health Common Stock entitled to vote upon the adoption of this Agreement and (ii) to the extent required by applicable Law, the approval of the certificate of incorporation of the Converted Entity (the “Converted Entity Charter”), in connection with the Secretary Conversion, or one or more of the State provisions thereof, by the affirmative vote of Delawarethe holders of outstanding IMS Health Common Stock representing a majority of the votes cast with respect to such approval; provided, however, that any such approvals referred to in the foregoing clauses (i) and (ii) shall be unbundled into separate proposals to the extent required by applicable Law (the “IMS Health Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company IMS Health and, subject to assuming the due authorization, execution and delivery by Parent and Merger SubQuintiles, constitutes the a valid and binding obligation of the CompanyIMS Health, enforceable against the Company IMS Health in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtequity). (b) At The Board of Directors of IMS Health (the “IMS Health Board”), at a meeting duly called and held prior to at which all directors of IMS Health were present, duly and unanimously adopted resolutions (i) determining that the execution and delivery terms of this Agreement, the Company Board adopted resolutions by which Merger and the Company Board unanimously other transactions contemplated hereby are fair to and in the best interests of IMS Health’s stockholders, (iii) approved this Agreement approving and declared declaring advisable this Agreement and the transactions contemplated hereby, 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 DGCLMerger, (iiiii) subject to the terms and conditions of this Agreement, directed directing that this Agreement be submitted to the stockholders of IMS Health for consideration at a meeting of the Companyadoption and (iv) resolving to recommend that IMS Health’s stockholders and (iii) subject to the terms and conditions of this Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this AgreementAgreement and the transactions contemplated hereby, andincluding the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.3. (c) The votes comprising the IMS Health Stockholder Approval are the only votes of the date hereof, none holders of any class or series of IMS Health’s capital stock or other securities required in connection with the consummation of the aforesaid actions Merger. No vote of the holders of any class or series of IMS Health’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by IMS Health other than the Company Board has been amended, rescinded or modifiedMerger.

Authority. (a) The Company Each of Parent and ▇▇▇▇▇▇ Sub has all necessary the requisite corporate power and corporate authority to execute and deliver this Agreement, to perform its their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement by ▇▇▇▇▇▇ and Merger Sub and, subject to the Company adoption of this Agreement by the sole stockholder of Merger Sub (which adoption shall occur immediately after the execution and delivery of this Agreement), the performance by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate actions on the Company part of Parent and Merger Sub and no additional corporate proceedings or action on the part of Merger Sub, Parent or any of its Subsidiaries are necessary to authorize the execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement, the performance by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of their respective covenants and obligations hereunder or the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company 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 the Company ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and, subject to assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement of each of Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company each of Parent 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 remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Enforceability Exceptions. As of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery date of this Agreement, (a) the Company Board adopted resolutions by which the Company Board unanimously (i) of Directors of Parent has approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger, and (b) the Board of Directors of Merger to be fair, advisable and Sub has (i) determined that it is in the best interests of the Company Merger Sub and its stockholders in accordance with sole stockholder, and declared it advisable, to enter into this Agreement and consummate the requirements of the DGCLtransactions contemplated hereby, (ii) subject to approved the terms execution and conditions delivery by ▇▇▇▇▇▇ Sub of this Agreement, directed that this Agreement be submitted for consideration at a meeting the performance by Merger Sub of its covenants and agreements contained herein and the consummation of the Company’s stockholders Merger upon the terms and subject to the conditions contained herein and (iii) subject to the terms and conditions of this Agreement, recommended that the holders sole stockholder of Merger Sub adopt this Agreement and approve the transactions contemplated hereby (including the Merger), in each case of clauses (a) and (b) above, at meetings duly called and held (or by unanimous written consent). No vote of Parent’s stockholders is necessary to approve this Agreement or any of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedtransactions contemplated hereby.

Authority. (a) The Company has all necessary requisite corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby, including subject only to the Merger, subject to obtaining approval of the Company Stockholder Approval. The execution and delivery of this Agreement Company’s shareholders by the Company and the consummation by the Company affirmative vote of holders of Ordinary Shares representing at least two-thirds of the transactions contemplated hereby, including Ordinary Shares present and voting in person or by proxy as a single class at the Merger, have been duly authorized by all necessary corporate action, and no other corporate proceedings on Shareholders Meeting (the part of the “Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval Requisite Vote”) and the filing of the Certificate Plan of Merger with the Secretary Registrar of Companies pursuant to the State of DelawareCayman Companies Law. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes the a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effects of applicable bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws, now Laws relating to or hereafter in effect, affecting creditors’ rights generally generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing (ii) the remedy “Bankruptcy and Equity Exception”). The Board of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At Directors, at a meeting duly called and held prior to meeting, upon the execution and delivery recommendation of this Agreementthe Special Committee, the Company Board adopted resolutions by which the Company Board unanimously has (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable and determined that it is in the best interests of the Company and its stockholders in accordance with shareholders (other than the requirements holders of the DGCLExcluded Shares) and declared it advisable, to enter into this Agreement, (ii) subject approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, (iii) resolved to recommend the terms and conditions approval of this Agreement, the Merger and the other transactions contemplated hereby by the shareholders of the Company at the Shareholders Meeting (the “Recommendation”) and (iv) directed that this Agreement Agreement, the Merger and the other transactions contemplated hereby 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 shareholders of the Company Common Stock and Company Preferred Stock vote at the Shareholders Meeting for their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedapproval.

Authority. (a) The Each of Company Y and Merger Sub has all necessary corporate power and corporate authority to execute and deliver this AgreementAgreement and, to perform its obligations hereunder and subject to, in the case of Company Y, obtaining the Required Company Y Vote, to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution 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, including and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the MergerMerger 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 been at meetings duly called and held, duly and validly authorized and approved by all necessary corporate actionboard 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 no 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 the Company and no votes Y or written consents Merger Sub are necessary to authorize and approve this Agreement Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than than, with respect to the Share Issuance, the Required Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of DelawareY Vote). This Agreement has been duly and validly executed and delivered by the each of Company Y and Merger Sub and, subject to assuming the due authorization, execution and delivery by Parent Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the each of 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 the Bankruptcy and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtEquity Exception. (b) At a meeting duly called and held prior to The Board of Directors of Company Y (the execution and delivery of this Agreement, the "Company Board adopted resolutions by which the Company Board unanimously (iY Board") approved has directed that this Agreement and declared 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, including is (i) an affirmative vote by the Merger to be fair, advisable and in the best interests holders of the Company and its stockholders in accordance with the requirements Y Shares representing a majority of the DGCLaggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) subject to an affirmative vote by the terms and conditions holders of this Agreementa majority of the total outstanding Company Y Class A Shares, directed that this Agreement be submitted for consideration in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company’s stockholders , authorizing and (iii) subject to the terms and conditions of approving this Agreement, recommended that the holders Share Issuance and the transactions contemplated hereby (the "Required Company Y Vote"). No other vote of the shareholders of Company Common Stock Y is required by Law, the memorandum and articles of association of Company Preferred Stock vote their Shares Y or otherwise in favor of the adoption of order for Company Y to authorize and approve this Agreement, and, as of the date hereof, none of Share Issuance or to consummate the aforesaid actions by the Company Board has been amended, rescinded or modifiedtransactions contemplated hereby.

Authority. (a) The Company has all necessary corporate power and corporate authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other than hereby, subject, in the case of the consummation of the Merger, to (i) if required by Delaware Law, the adoption of this Agreement by the holders of at least a majority in combined voting power of the outstanding shares of Company Common Stock (the “Company Stockholder Approval Approval”), and (ii) to the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware as required by the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency (including, all laws related to fraudulent transfers), moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and or by general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtwhether enforcement is considered in a proceeding in equity or at Law). (b) At The Company Board, at a meeting duly called and held prior to at which all directors of the execution Company were present, duly and delivery unanimously adopted resolutions (i) determining that the terms of this Agreement, the Company Board adopted resolutions by which Offer, the Company Board unanimously Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders, (iii) approved this Agreement approving and declared declaring advisable this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable Offer and in the best interests of the Company and its stockholders in accordance with the requirements of the DGCLMerger, (iiiii) subject to the terms and conditions of this Agreement, directed directing that this Agreement be submitted to the stockholders of the Company for consideration adoption and approval (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 7.3(c)) and (iv) resolving to recommend that the Company’s stockholders accept the Offer, tender their shares pursuant to the Offer and, if required by Delaware Law, adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 7.2. The Company Board, at a meeting duly called and held, has unanimously approved the grant of the Top-Up Option pursuant to this Agreement. (c) In the event that Section 253 of the DGCL is inapplicable and unavailable to effectuate the Merger, the Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s stockholders and (iii) subject to capital stock or other securities required in connection with the terms and conditions consummation of this Agreement, recommended that the Merger. No vote of the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor any class or series of the adoption Company’s capital stock or other securities is required in connection with the consummation of this Agreement, and, as any of the date hereof, none of the aforesaid actions transactions contemplated hereby to be consummated by the Company Board has been amended, rescinded or modifiedother than the Merger.

Authority. (a) The Company Each of Parent, Merger Sub I and Merger Sub II has all necessary corporate or limited liability company power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Mergerand, subject to obtaining (i) the Company Stockholder Approval. The execution and delivery adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Sub I, (ii) the adoption of this Agreement by Parent in its capacity as sole stockholder of Surviving Corporation, and (iii) the adoption of this Agreement by Parent in its capacity as sole member of Merger Sub II, to consummate the Share Issuance and the Transactions. The execution, delivery and performance of this Agreement by Parent, Merger Sub I, Merger Sub II, Surviving Corporation, and Surviving Company and the consummation by the Parent, Merger Sub I, Merger Sub II, Surviving Corporation, and Surviving Company of the transactions contemplated hereby, including Share Issuance and the Merger, Transactions have been duly authorized by all necessary corporate actionor limited liability company action on the part of Parent, Merger Sub I, Merger Sub II, Surviving Corporation, and Surviving Company, and, except as set forth in clauses (i), (ii), (iii) and (iv) of this Section 4.3(a), no other corporate or limited liability company proceedings on the part of the Parent, Merger Sub I, Merger Sub II, Surviving Corporation, and Surviving Company and no votes or written consents are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing Share Issuance or any of the Certificate of Merger with the Secretary of the State of DelawareTransactions. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub I and Merger Sub II and (assuming the Company and, subject to due authorization, execution and delivery by Parent and Merger Sub, the counterparties hereto) constitutes the valid and binding obligation of the CompanyParent, Merger Sub I and Merger Sub II, enforceable against the Company each of Parent, Merger Sub I and Merger Sub II in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtEnforceability Limitations. (b) At The Parent’s Board of Directors (the “Parent Board”), at a meeting duly called and held prior to the execution and delivery of held, duly adopted resolutions (i) approving this Agreement, Merger I, Merger II, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement Share Issuance and the transactions contemplated herebyother Transactions and (ii) determining that the terms of Merger I, including Merger II, the Merger to be fair, Share Issuance and the other Transactions are advisable and in the best interests of the Company Parent and its stockholders in accordance with the requirements of the DGCL, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedstockholders.

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, and assuming the accuracy of the representations and warranties contained in Section 4.10 hereof, 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 execution and delivery of this Agreement by the Company Company, and assuming the accuracy of the representations and warranties contained in Section 4.10 hereof, the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and assuming the accuracy of the representations and warranties contained in Section 4.10 hereof, no other corporate proceedings on the part of the Company and no stockholder votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than than, with respect to the Company Stockholder Approval and Merger, the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware 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, 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 the Company and, subject to assuming the accuracy of the representations and warranties contained in Section 4.10 hereof and assuming due authorization, execution and delivery by Parent and Merger Subthe Purchaser, constitutes the a legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except that (i) as such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion effect of the court before which any Proceeding therefor may be broughtgeneral principles of equity, whether considered in a proceeding in equity or at law). (b) At a meeting duly called Assuming the accuracy of the representations and held warranties contained in Section 4.10 hereof, the Company Board has taken prior to the execution and date hereof all action necessary on its part to render the restriction on business combinations in Section 203 of the DGCL inapplicable to the execution, delivery or performance of this Agreement, the Company Board adopted resolutions Offer or the Merger, including the acquisition of Shares pursuant thereto, or any other transaction contemplated by which 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 (collectively, “Takeover Statutes”) is, or at the Effective Time will be, applicable to the 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 Board unanimously (iCommon Stock would be, absent Section 251(h) approved this Agreement of the DGCL, the only vote required of the holders of any class or series of capital stock or other Equity Interests of the Company, to approve and declared adopt this Agreement and the transactions contemplated hereby, including the Merger, and to consummate the Merger to be fairand the other transactions contemplated hereby. (d) The Company Board has determined that the Offer and the Merger is a “Permitted Offer,” as such term is defined under the Rights Agreement, advisable and in the best interests none of the Company and its stockholders in accordance with the requirements of the DGCLapproval, (ii) subject to the terms and conditions execution or delivery of this Agreement, directed that this Agreement be submitted for consideration at a meeting the consummation of the Company’s stockholders and (iii) subject to Offer or the terms and conditions of this Agreement, recommended that the holders Merger or any of the Company Common Stock and Company Preferred Stock vote their Shares in favor of transactions contemplated hereby will cause the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedRights to become exercisable.

Authority. (a) The Each of the Company and Merger Sub has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalby this Agreement. The execution and delivery of this Agreement by the Company and Merger Sub and the consummation by the Company and Merger Sub of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company or Merger Sub and no stockholder votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delawarehereby. This Agreement has been duly authorized and validly executed and delivered by each of the Company and, subject to due authorization, execution and delivery by Parent and Merger SubSub and constitutes a legal, constitutes the valid and binding obligation of each of the CompanyCompany and Merger Sub, enforceable against each of the Company and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtgeneral equity principles. (b) At The Board of Directors of the Company (the ''Company Board''), by resolutions duly adopted by unanimous vote at a meeting duly called and held prior to and not subsequently rescinded or modified in any way (the execution and delivery of this Agreement, the ''Company Board adopted resolutions by which the Company Board unanimously Approval''), has duly (i) approved this Agreement and declared determined that this Agreement and the transactions contemplated hereby, hereby (including the Merger Merger) are advisable and fair to be fair, advisable and in the best interests of the Company and its stockholders stockholders, and (ii) approved and adopted this Agreement, 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 accordance with the requirements Section 203 of the DGCL. (c) Merger Sub's Board of Directors, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are advisable and fair to and in the best interests of the Company, as Merger Sub's sole stockholder, (ii) subject to the terms approved and conditions of this Agreement, directed that adopted this Agreement be submitted for consideration at a meeting of and the Company’s stockholders transactions contemplated hereby (including the Merger) and (iii) subject to the terms and conditions of this Agreement, recommended that the holders of Company approve and adopt this Agreement and the Company Common Stock and Company Preferred Stock vote their Shares in favor of transactions contemplated hereby (including the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedMerger).

Authority. (a) The Company has all necessary requisite corporate power and corporate authority to execute and deliver this AgreementAgreement and any Ancillary Agreements to which it is a party and, subject to perform its obligations hereunder and receipt of the Required Shareholder Vote, to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalhereby and thereby. The execution execution, delivery and delivery performance of this Agreement by and any Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other further corporate proceedings action is necessary on the part of the Company and no votes or written consents are necessary to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the Merger, and the other transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delawareor 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 the Company and, subject to assuming the due authorization, execution and delivery by Parent the other parties hereto and Merger Subthereto, constitutes the constitute valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their 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 the Bankruptcy and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtEquity Exception. (b) At Without limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held prior 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 and the holders of Company Capital Stock, (ii) approved and adopted this Agreement, the Ancillary Agreements to which the Company is a party, the Merger, and the other transactions contemplated hereby and thereby in accordance with the provisions of the DGCL and the Charter Documents, (iii) directed that this Agreement and the Merger be submitted to the execution Company Stockholders for their approval and delivery 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 Board adopted resolutions by Capital Stock, voting together as a single class and on an as-converted basis and (ii) a majority of the outstanding shares of Series A Preferred Stock, voting together as a single class and on an as-converted basis (the “Required Stockholder Vote”) is the only vote of the holders of any class or series of Company Capital Stock necessary under the Charter Documents and applicable Law (including the DGCL) to approve this Agreement, the Ancillary Agreements to which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated herebyis or will be a party, including the Merger and to be fair, advisable consummate the transaction contemplated hereby and in the best interests of the Company and its stockholders in accordance with the requirements of the DGCL, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedthereby.

Authority. (a) On or prior to the date of this Agreement, the Board of Directors of the Company has unanimously declared the Merger advisable and 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 corporate authority to execute enter into this Agreement and deliver the Stock Option Agreement, to consummate the transactions contemplated by the Stock Option Agreement and, subject, in the case of the consummation of the Merger, to approval and adoption by the shareholders of the Company of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby and thereby have been duly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company, subject, in the case of this Agreement, to (x) approval and adoption of this Agreement by the shareholders of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and (y) the filing of the Certificate Articles of Merger with as required by the Secretary of the State of DelawareWBCL. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by the Company and, subject to due and (assuming the valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes Sub and the Stock Option Agreement by Parent and the validity and binding effect of the Agreement on Parent and Sub and the Stock Option Agreement on Parent) constitute the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to 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 . The filing of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to Proxy Statement with the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement SEC and the transactions contemplated hereby, including the Merger issuance of up to be fair, advisable and in the best interests 2,014,067 shares of the Company and its stockholders in accordance with the requirements of the DGCL, (ii) 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 Common Stock and Company Preferred pursuant to the Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions Option Agreement have been duly authorized by the Company Company's Board has been amended, rescinded or modifiedof Directors.

Authority. (a) The Company Each of the Azoff Parties has all necessary corporate requisite power and corporate authority to execute and deliver this Agreementthe Transaction Documents to which it is or will be a party, to perform its obligations hereunder thereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalthereby. The execution and delivery by each Azoff Party of this Agreement the Transaction Documents to which it is or will be a party, the performance by the Company each Azoff Party of its obligations thereunder and the consummation by the Company each Azoff Party of the transactions contemplated hereby, including the Merger, thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company and no votes or written consents are necessary required to authorize this Agreement the Transaction Documents to which each Azoff Party is or will be a party or for each Azoff Party to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delawareor thereby. This Agreement has been been, and, upon execution and delivery thereof by an Azoff Party, each of the other Transaction Documents to which an Azoff Party is or will be a party shall be, duly and validly executed and delivered by the Company such Azoff Party and, subject to assuming the due and valid authorization, execution and delivery by Parent and Merger Subthe other parties thereto, constitutes constitute, or in the case of each such other Transaction Document, shall constitute, a valid and binding obligation of the CompanyAzoff Party party thereto, enforceable against the Company it in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights and general principles of equity. Prior to the acquisition by MSG Member of the Purchased Interest, Newco shall not have conducted any business operations or activities other than the acceptance of the contribution of the Contributed Business and the issuance of a 100% membership interest therefor. The Azoff Family Trust of 1997, dated May 27, 1997, as amended, owns all of the membership interests and any other equity in Azoff Management. ▇▇▇▇▇▇ ▇▇▇▇▇ does not, directly or indirectly, own any assets or interests in or relating to, or conduct, any business that is, a Relevant Business other than (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally through Azoff Management and (ii) the remedy Permitted Passive Rights. “Permitted Passive Rights” means passive movie participation rights, passive movie soundtrack royalties and passive royalties from music owned by the business known as Azoff Publishing, Inc., in all cases (A) acquired by ▇▇▇▇▇▇ ▇▇▇▇▇ or one of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held his controlled Affiliates prior to the execution August 1, 2013 and delivery (B) which do not, in any year, produce more than $150,000 of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable and income in the best interests of the Company and its stockholders in accordance with the requirements of the DGCL, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedaggregate.

Authority. (a) The Company Seller has all necessary the requisite corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement (other than, including with respect to the Merger, subject to obtaining the Company Stockholder Approvalapproval and adoption of this Agreement by the Seller’s stockholders in accordance with the DGCL, the Seller Certificate and the Seller By-Laws). The execution and delivery of this Agreement by the Company Seller and the consummation by the Company Seller of the transactions contemplated herebyby this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Seller, including the Seller’s Board of Directors (other than, with respect to the Merger, the approval and adoption of this Agreement by the Seller’s stockholders in accordance with the DGCL, the Seller Certificate and the Seller By-Laws). As of the date of this Agreement, the Seller’s Board of Directors, at a meeting duly called, constituted and held in accordance with the DGCL and the provisions of the Seller Certificate and the Seller By-Laws, has by the unanimous vote of all of the members of the Seller’s Board of Directors determined (i) that this Agreement and the transactions contemplated by this Agreement, including the Merger, have been duly authorized are advisable to, fair to and in the best interests of the Seller and its stockholders, (ii) to submit this Agreement for approval and adoption by all necessary corporate actionthe stockholders of the Seller and to declare the advisability of this Agreement, and no (iii) to recommend that the stockholders of the Seller adopt and approve this Agreement and the transactions contemplated by this Agreement, including the Merger, and direct that this Agreement and the Merger be submitted for consideration by the stockholders of the Seller at the Seller Stockholders’ Meeting (collectively, the “Seller’s Board of Directors Recommendation”). No other corporate proceedings on the part of the Company and no votes or written consents Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby by this Agreement (other than than, with respect to the Company Stockholder Approval Merger, the approval and adoption of this Agreement by the Seller’s stockholders in accordance with the DGCL, the Seller Certificate and the filing of the Certificate of Merger with the Secretary of the State of DelawareSeller By-Laws). This Agreement has been duly and validly executed and delivered by the Company Seller and, subject to assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Subthe Company, constitutes the a valid and binding obligation of the Company, Seller and is enforceable against the Company Seller in accordance with its terms, except that (i) such as enforcement may be subject to applicable limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency or other and similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtremedies generally. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject, in the case of the Merger, to the adoption of this Agreement by the holders of at least a majority of the outstanding Company Common Stock entitled to vote thereon (the “Company Shareholder Approval”), to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder ApprovalTransactions. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, Transactions have been duly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other than Transactions, subject to obtaining the Company Stockholder Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of DelawareOhio as required by the OGCL. This Agreement has been duly and validly executed and delivered by the Company and, subject to and (assuming the due authorization, execution and delivery by Parent and Merger Sub, the counterparties hereto) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms except to the extent that enforceability (i) such enforcement may be subject to limited by applicable bankruptcy, insolvency insolvency, fraudulent transfer, moratorium, reorganization or other similar Laws, Laws affecting or relating to creditors’ rights generally (whether 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 is subject to equitable defenses and to general principles of equity (the discretion of the court before which any Proceeding therefor may be brought“Enforceability Limitations”). (b) At The Company Board, at a meeting duly called and held prior to the execution held, duly and delivery of unanimously adopted resolutions (i) approving this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement Merger and the transactions contemplated herebyother Transactions, including (ii) determining that the terms of the Merger to be fair, advisable and the other Transactions are in the best interests of the Company and its stockholders in accordance with the requirements of the DGCLshareholders, (iiiii) subject to the terms and conditions of this Agreement, directed directing that this Agreement be submitted to the shareholders of the Company for consideration at a meeting of adoption and (iv) recommending that the Company’s stockholders and shareholders adopt this Agreement. The Company Board has taken all action so that Parent will not be an “interested shareholder” or prohibited from entering into or consummating a “business combination” with the Company (iiiin each case, as such term is used in Chapter 1704 of the OGCL) subject to as a result of the terms and conditions execution of this Agreement, recommended that Agreement or the consummation of the Transactions in the manner contemplated hereby. The Company Shareholder Approval is the only vote of the holders of any class or series of capital stock or other securities of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreementrequired under applicable Law, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amendedCharter, rescinded the Company Regulations, Contract or modifiedotherwise to approve the Transactions, and such vote is not necessary to consummate any Transaction other than the Merger.

Authority. (a) The Company has all necessary requisite corporate power and corporate authority to execute and deliver this Agreement and the CVR Agreement, and the Bank has all requisite corporate power and authority to execute and deliver the Bank Merger Agreement, and in each case, subject to the consents, approvals, waivers, notices, filings, and registrations referred to in Section 4.2(f), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalhereby and thereby. The execution and delivery of this Agreement and the CVR Agreement by the Company and the Bank Merger Agreement by the Bank, the performance by the Company and the Bank of their obligations hereunder and thereunder, and the consummation by the Company and the Bank of the transactions contemplated hereby, including the Merger, hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of the board of directors of the Company and the board of directors of the Bank, and no other corporate actions or proceedings on the part of the Company and no votes or written consents the Bank are necessary to authorize the execution, delivery, or performance of this Agreement or to consummate the CVR Agreement by the Company, or the Bank Merger Agreement by the Bank, or the consummation by the Company or the Bank of the transactions contemplated hereby or thereby, other than the approval of this Agreement by the shareholders of the Company Stockholder Approval in accordance with the articles of incorporation and bylaws of the Company and applicable Law and the filing approval of the Certificate Bank Merger Agreement by the Company as the sole shareholder of Merger the Bank in accordance with the Secretary articles of incorporation and bylaws of the State Bank and applicable Law. The board of Delawaredirectors of the Company has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and has directed that this Agreement be submitted to the Company’s shareholders for approval, and has duly and validly adopted resolutions to the foregoing effect and to recommend that the shareholders of the Company approve this Agreement. The board of directors of the Bank has determined that the Bank Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of the Bank and its sole shareholder and has directed that the Bank Merger Agreement be submitted to the sole shareholder of the Bank for approval, and has duly and validly adopted resolutions to the foregoing effect and to recommend that the sole shareholder of the Bank approve the Bank Merger Agreement. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming due authorization, execution execution, and delivery by Parent SmartFinancial and Merger Sub, constitutes the a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Bank Merger Agreement has been duly and validly executed and delivered by the Bank and, assuming due authorization, execution, and delivery by SmartBank, constitutes a valid and legally binding obligation of the Bank enforceable against the Bank in accordance with its terms, in each case except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, and similar Laws affecting creditors’ rights and remedies generally or general principles of equity, whether applied in a court of law or a court of equity (collectively, the “Enforceability Exceptions”). When executed and delivered by the Company, the CVR Agreement will be duly and validly executed and delivered by the Company and, assuming due authorization, execution, and delivery by SmartFinancial and all other parties thereto, will constitute a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement as enforceability may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions limited by the Company Board has been amended, rescinded or modifiedEnforceability Exceptions.

Authority. (a) The Company has all necessary requisite corporate power and corporate authority to execute enter into and deliver this Agreement, to perform its obligations hereunder under this Agreement and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote or consent of the holders of (i) shares of Company Common Stock representing at least a majority of the voting power of the outstanding shares of Company Common Stock and (ii) at least two-thirds of the outstanding Class A shares of common capital stock of the Company (the “Requisite Company Vote”), to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalby this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby other than hereby, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Stockholder Approval Vote. The Requisite Company Vote is the only vote or consent of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement, approve the Merger, and consummate the Merger and the filing of the Certificate of Merger with the Secretary of the State of Delawareother transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming due authorization, execution and delivery by Parent ▇▇▇▇▇▇ and Merger Sub, constitutes the valid legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency or insolvency, moratorium, and other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion equity. As of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of this Agreementdate hereof, the Company Board adopted resolutions by which the Company Board unanimously (i) has approved this Agreement and declared advisable this Agreement and the transactions contemplated herebyhereby and, 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, (ii) subject to the terms and conditions of this AgreementSection 6.4, has directed that this Agreement be submitted for consideration at to a meeting vote of the Company’s stockholders, resolved to recommend that the Company’s stockholders adopt and approve this Agreement and the transactions contemplated hereby (iiithe “Company Board Recommendation”) subject and resolved to include the terms and conditions Company Board Recommendation in the Company Proxy Statement. The Requisite Company Vote is the only vote or consent of this Agreement, recommended that the holders of any class or series of capital stock of the Company Common Stock and Company Preferred Stock vote their Shares in favor of necessary to approve this Agreement or the adoption of this Agreement, and, as of Merger or the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedother transactions contemplated hereby.

Authority. (a) The Each of the Company and the Company Operating Partnership has all necessary the requisite corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalby this Agreement. The execution and delivery of this Agreement by the Company and the Company Operating Partnership and the consummation by the Company and the Company Operating Partnership of the transactions contemplated hereby, including the Merger, 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 and no votes or written consents the Company Operating Partnership are necessary to authorize this Agreement or the Mergers or to consummate the transactions contemplated hereby other than hereby, subject to receipt of the Company Stockholder Approval 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 Secretary Delaware Secretary. The Company’s board of directors (the “Company Board”), at a duly held meeting, has, by unanimous vote of all of the State Company Board members voting, (i) duly and validly authorized the execution and delivery of Delaware. this Agreement and declared advisable the Merger and the other transactions contemplated hereby, (ii) directed that the Merger and, to the extent stockholder approval is required, the other transactions contemplated hereby be submitted for consideration at the Company Stockholder Meeting, and (iii) resolved to recommend that the stockholders of the Company vote in favor of the approval of the Merger and, to the extent stockholder approval is required, the other transactions contemplated hereby (the “Company Recommendation”) and to include such recommendation in the Proxy Statement, subject to Section 6.5. (b) This Agreement has been duly and validly executed and delivered by the Company and the Company Operating Partnership and, subject to assuming due authorization, execution and delivery by Parent each of Parent, Merger Sub and OP Merger Sub, constitutes the a legally valid and binding obligation of the CompanyCompany and the Company Operating Partnership, enforceable against the Company and the Company Operating Partnership in accordance with its terms, except that (i) as such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and by general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtwhether enforceability is considered in a proceeding in equity or at Law). (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company Each of the SmartStop Parties has all necessary corporate the requisite corporate, limited partnership or limited liability company power and corporate authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement, including the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement by each of the Company SmartStop Parties and the consummation by the Company SmartStop Parties of the transactions contemplated hereby, including the Merger, by this Agreement have been duly and validly authorized by all necessary corporate corporate, limited partnership or limited liability company action, as applicable, and no other corporate corporate, limited partnership or limited liability company proceedings on the part of the Company and no votes or written consents SmartStop Parties are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated hereby other than by this Agreement, subject, with respect to the Company Stockholder Approval and Merger, to the filing of the Certificate Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT in accordance with the Secretary of MGCL and the State of Delaware. MLLCA. (b) This Agreement has been duly and validly executed and delivered by the Company SmartStop Parties and, subject to assuming due authorization, execution and delivery by Parent and Merger SubSST IV, constitutes the a legally valid and binding obligation of the Company, SmartStop Parties enforceable against the Company SmartStop Parties in accordance with its terms, except that (i) as such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and by general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtwhether enforceability is considered in a proceeding in equity or at law). (bc) At a meeting duly called and held prior to On the execution and delivery recommendation of the SmartStop Special Committee, the SmartStop Board has (i) determined that the terms of this Agreement, the Company Board adopted resolutions Merger and the other transactions contemplated by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, are advisable and in the best interests interest of the Company SmartStop, and its stockholders in accordance with the requirements of the DGCL, (ii) subject to the terms approved and conditions of authorized this Agreement, directed that this Agreement be submitted for consideration at a meeting of the Company’s stockholders Merger and (iii) subject to the terms and conditions of other transactions contemplated by this Agreement, recommended that which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) No vote of any holders of securities of SmartStop or the Company Common Stock SmartStop Operating Partnership is required to approve the Merger and Company Preferred Stock vote their Shares in favor of the adoption of other transactions contemplated by this Agreement, and. (e) SmartStop, as the sole member of Merger Sub, has approved this Agreement and the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedMerger.

Authority. (a) The Company NXDT has all necessary corporate the requisite power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, including delivery and performance of this Agreement by NXDT and the Mergerconsummation by NXDT of the transactions contemplated hereby have been duly authorized and, subject to obtaining other than the filing of the Company Stockholder ApprovalMerger Certificate with the DSOS, no additional proceedings on the part of NXDT, NXDT Intermediary, NXDT OP or NXDT Merger Sub are necessary to authorize the execution, delivery and performance by NXDT of this Agreement or the consummation of the transactions contemplated hereby by NXDT. The This Agreement has been duly executed and delivered by NXDT and (assuming the due authorization, execution and delivery of this Agreement by each of the Company Company, NHT Intermediary, NHT Holdings and NHT OP) constitutes the valid and binding obligation of NXDT enforceable against NXDT in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) NXDT Intermediary has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by NXDT Intermediary and the consummation by NXDT Intermediary of the transactions contemplated hereby have been duly authorized and, other than the filing of the Company Merger Certificate, Intermediary Merger Certificate and Holdings Merger Certificate with the DSOS, no additional proceedings on the part of NXDT, NXDT Intermediary, NXDT OP or NXDT Merger Sub are necessary to authorize the execution, delivery and performance by NXDT Intermediary of this Agreement or the consummation of the transactions contemplated hereby by NXDT Intermediary. This Agreement has been duly executed and delivered by NXDT Intermediary and (assuming the due authorization, execution and delivery of this Agreement by each of Old NHT, NHT Intermediary, NHT Holdings and NHT OP) constitutes the valid and binding obligation of NXDT Intermediary enforceable against NXDT Intermediary in accordance with its terms, subject to the Bankruptcy and Equity Exception. (c) NXDT OP has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by ▇▇▇▇ OP and the consummation by ▇▇▇▇ OP of the transactions contemplated hereby have been duly authorized by all necessary action on the part of NXDT OP and the sole general partner of NXDT OP and no additional proceedings on the part of NXDT OP are necessary to authorize the execution, delivery and performance by NXDT OP of this Agreement or the consummation of the transactions contemplated hereby by ▇▇▇▇ OP. This Agreement has been duly executed and delivered by ▇▇▇▇ OP and (assuming the due authorization, execution and delivery of this Agreement by each of Old NHT, NHT Intermediary, NHT Holdings and NHT OP) constitutes the valid and binding obligation of NXDT OP enforceable against NXDT OP in accordance with its terms, subject to the Bankruptcy and Equity Exception. (d) NXDT Merger Sub has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by NXDT Merger Sub and the consummation by NXDT Merger Sub of the transactions contemplated hereby have been duly authorized and, other than the filing of the Operating Partnership Merger Certificate with the DSOS, no additional proceedings on the part of NXDT, NXDT Intermediary, NXDT OP or NXDT Merger Sub are necessary to authorize the execution, delivery and performance by NXDT Merger Sub of this Agreement or the consummation of the transactions contemplated hereby by ▇▇▇▇ ▇▇▇▇▇▇ Sub. This Agreement has been duly executed and delivered by ▇▇▇▇ ▇▇▇▇▇▇ Sub and (assuming the due authorization, execution and delivery of this Agreement by each of Old NHT, NHT Intermediary, NHT Holdings and NHT OP) constitutes the valid and binding obligation of NXDT Merger Sub enforceable against NXDT Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (e) The NXDT Board has (i) approved and declared advisable the Mergers and the other transactions contemplated by this Agreement, and (ii) approved the execution, delivery and performance of this Agreement and the consummation by NXDT of the transactions contemplated hereby, including the MergerMergers, in each case by resolutions duly adopted, which resolutions have not been duly authorized by all necessary corporate actionsubsequently rescinded, and no other corporate proceedings on the part of the Company and no votes withdrawn or written consents are necessary modified in a manner adverse to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company 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 the Company and, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtNXDT. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, subject subject, in the case of the Merger, to obtaining the Company Stockholder Shareholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no shareholder votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than than, in the case of the Merger, the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of DelawareShareholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming due authorization, execution and delivery by Parent and Merger Subthe Purchaser, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved determined that the Merger and the other transactions contemplated by this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger are fair to be fair, advisable and in the best interests of the Company and its stockholders 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 the DGCLCompanies Act, (iiiii) directed that the approval and adoption of this Agreement and the Merger Agreement be submitted to a vote of the shareholders of the Company and (iv) subject to the terms and conditions of this Agreement, directed that this Agreement be submitted for consideration at a meeting right of the Company’s stockholders and (iii) subject Company Board to the terms and conditions make a Change of this AgreementBoard Recommendation pursuant to Section 5.3(f), recommended that the holders of the Company Common Stock and Company Preferred Stock Company’s shareholders vote their Shares in favor of approving and adopting this Agreement and the adoption of this Merger Agreement, and, as subject to the right of the date hereofCompany 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 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 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, including the Merger, and (ii) the 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 true and complete copy of the Company Rights Agreement and all amendments thereto to Parent and the Purchaser.

Authority. (a) The Subject only to the requisite approval of the Merger and this Agreement by the stockholders of the Company, the Company has all necessary full corporate power and corporate authority to execute and deliver this AgreementAgreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the "Ancillary Agreements") to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalhereby and thereby. The execution and delivery by the Company of this Agreement by and Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated herebyhereby and thereby, including and the Mergerperformance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate actionaction by the board of directors of the Company, and no other corporate proceedings action on the part of the board of directors of the Company and no votes or written consents are necessary is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements to consummate which the Company is a party and the consummation by the Company of the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delawarethereby. This Agreement has and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery hereof by Parent and Merger SubAcquiror, each constitutes the or will constitute, as applicable, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting Laws relating to the enforcement of creditors’ ' rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtequity. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company Each of Parent and Merger Sub has all necessary corporate or limited liability company power and corporate authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company ▇▇▇▇▇▇ and Merger Sub and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate actionor limited liability company action on the part of Parent and Merger Sub, and no other corporate or limited liability company proceedings on the part of the Company and no votes Parent or written consents Merger Sub are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other than hereby, subject in the Company Stockholder Approval and case of the consummation of the Merger, to the filing of the Certificate Articles of Merger with the Secretary Florida Department of State as required by the State of DelawareFBCA. This Agreement has been duly and validly executed and delivered by the Company ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and, subject to assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes the a valid and binding obligation of the CompanyParent and Merger Sub, enforceable against the Company each of them in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtEquitable Principles). (b) At The Parent Board, at a meeting duly called and held prior to at which all directors of the execution and delivery Parent Board were present, duly adopted resolutions (i) determining that the terms of this Agreement, the Company Board adopted resolutions by which Merger and the Company Board unanimously other transactions contemplated hereby are fair to and in the best interests of Parent’s stockholders, (iii) approved this Agreement approving and declared declaring advisable this Agreement and the transactions contemplated hereby, including the Merger, and (iii) authorizing Parent to execute, deliver and perform this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The Merger Sub Board, at a meeting duly called and held at which all directors of the Merger Sub Board were present, duly adopted resolutions (i) determining that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to be fair, advisable and in the best interests of the Company and its stockholders in accordance with the requirements Parent, as ▇▇▇▇▇▇ Sub’s sole stockholder (indirectly through a wholly owned subsidiary of the DGCLParent), (ii) subject to the terms approving and conditions of this Agreement, directed that declaring advisable this Agreement be submitted for consideration at a meeting of and the Company’s stockholders transactions contemplated hereby, including the Merger, and (iii) subject authorizing ▇▇▇▇▇▇ Sub to the terms execute, deliver and conditions of perform this Agreement, recommended that which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The wholly owned subsidiary of Parent which is the holders direct sole stockholder of the Company Common Stock Merger Sub has given all consents and Company Preferred Stock vote their Shares in favor of the adoption approvals and taken all other actions required by applicable Law to approve Merger Sub’s execution and delivery of this Agreement, and, as Agreement and the performance of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedits obligations hereunder.

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

Authority. (a) The Company has all necessary requisite corporate power and corporate authority to execute and deliver enter into this AgreementAgreement and, subject to perform its obligations hereunder and obtaining the Company Stockholder Approval, to consummate the transactions contemplated hereby, including the Merger. The execution, subject to obtaining delivery and performance by the Company Stockholder Approval. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary and proper corporate action on the part of the Company and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Merger (other than the adoption of this Agreement by the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval Approval”) and the filing with the Secretary of State of the State of Delaware of the Certificate of Merger with as required by the Secretary DGCL). The affirmative vote or written consent of the State holders of Delaware. at least a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve and authorize the Merger and the other transactions contemplated by this Agreement. (b) This Agreement has been duly and validly executed and delivered by the Company and, subject to due authorization, assuming the valid execution and delivery by Parent and Merger Subthe other parties hereto, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now Laws relating to or hereafter in effect, affecting the enforcement of creditors’ rights generally in general and by general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtwhether enforcement is sought in equity or at Law). (bc) At a meeting duly called and held prior to the execution and delivery of this Agreement, the The Company Board adopted resolutions by which the Company Board has unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable and determined that it is in the best interests of the Company and its stockholders in accordance with stockholders, and declared it advisable, to enter into this Agreement and to consummate the requirements of transactions contemplated hereby, including the DGCLMerger, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the terms and conditions of this Agreement, directed that set forth in this Agreement be submitted for consideration at a meeting of the Company’s stockholders and (iii) subject resolved to the terms and conditions of this Agreement, recommended recommend that the holders of the shares of Company Common Stock and Company Preferred Stock vote their Shares in favor of adopt this Agreement (the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the “Company Board has been amended, rescinded or modifiedRecommendation”).

Authority. (a) The Company has all necessary requisite corporate power and corporate authority to execute execute, deliver and deliver perform its obligations under this Agreement, the Statutory Merger Agreement and the other Transaction Documents to perform its obligations hereunder which it is (or will be) party and to consummate the transactions contemplated herebyTransactions in accordance with the terms of this Agreement, including the Merger, subject to obtaining Statutory Merger Agreement and the Company Stockholder Approvalother Transaction Documents. The execution and delivery of this Agreement, the Statutory Merger Agreement by and the other Transaction Documents to which the Company is (or will be) party and the consummation by the Company of the transactions contemplated hereby, including the Merger, Transactions have been duly authorized by all necessary corporate actionaction on the part of the Company, and except for (i) obtaining the Written Consent and (ii) executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other corporate proceedings action on the part of the Company and no votes or written consents are is necessary to authorize the execution, delivery and performance of this Agreement, the Statutory Merger Agreement or and the other Transaction Documents to consummate the transactions contemplated hereby other than which the Company Stockholder Approval and is (or will be) party or the filing consummation of the Certificate of Merger with the Secretary of the State of DelawareTransactions. This Agreement has been been, and each other Transaction Document that the Company is (or will be) party to has been, or will be as of the Effective Time, duly and validly executed and delivered by the Company and, subject to assuming due authorization, execution and delivery by Parent and Merger Subthe other Parties hereto or thereto, as applicable, constitutes the a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to 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 general equity principles (the discretion of the court before which any Proceeding therefor may be brought“Bankruptcy and Equity Exceptions”). (b) At The affirmative votes of the holders of at least seventy-five percent (75%) of the aggregate voting rights of the issued and outstanding Shares entitled to vote thereon is the only vote of the holders of Shares or other Equity Securities necessary to adopt and approve this Agreement under applicable Law and the Company’s Constitutive Documents (the “Requisite Shareholder Approval”), and, under the Bermuda Companies Act and the Company’s Constitutive Documents, the Requisite Shareholder Approval may be given by consent of the holders of Shares in lieu of a meeting meeting. (c) The Company Board has, by resolutions duly called and held prior to adopted, (i) determined that the execution and delivery Per Preference Share Merger Consideration constitutes fair value for each Preference Share in accordance with the Bermuda Companies Act, (ii) determined that the Per Common Share Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act, (iii) determined that the terms of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Statutory Merger Agreement and the transactions contemplated hereby, including the Merger Transactions are fair to be fair, advisable and in the best interests of the Company and its stockholders in accordance with the requirements of the DGCLshareholders, (iiiv) subject to approved and declared advisable the terms execution, delivery and conditions performance of this Agreement, directed the Statutory Merger Agreement, the other Transaction Documents and the consummation of the Merger and the other Transactions and (v) resolved to recommend 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 Common Stock and Company Preferred Stock shareholders vote their Shares in favor of the adoption and approval of this Agreement, and, as of the date hereof, none Statutory Merger Agreement and the Merger. None of the aforesaid actions by resolutions have been subsequently rescinded, modified or withdrawn. (d) No restrictions on business combinations or any other “fair price,” “moratorium,” “control share acquisition” or other similar statute or regulation (“Takeover Statutes”) applies or purports to apply to the Company Board has been amendedwith respect to the Merger, rescinded this Agreement or modifiedany other Transaction.

Authority. (a) The Company Each of HiSoft and Merger Sub has all necessary corporate power and corporate authority to execute and deliver this AgreementAgreement and the other Transaction Agreements to which it is a party and, to perform its obligations hereunder and subject to, in the case of HiSoft, obtaining the Required HiSoft Vote, to consummate the transactions contemplated herebyhereby and thereby. The HiSoft Board has duly and validly authorized the execution, including delivery and performance of this Agreement and the other Transaction Agreements to which HiSoft or Merger Sub is a party and approved the consummation of the transactions contemplated hereby and thereby, and has at a meeting duly called and held (i) approved, and declared advisable, the execution, delivery and performance by HiSoft of this Agreement, the Merger, subject the Plan of Merger, the other Transaction Agreements to obtaining which HiSoft is a party and the Company Stockholder Approvalconsummation transactions contemplated hereby and thereby; (ii) determined that such transactions are advisable, and in the best interests of, HiSoft and its shareholders; and (iii) recommended as of the date hereof that the shareholders of HiSoft approve each of the following matters (each of which shall be conditioned on the substantially contemporaneous consummation of the Merger): (A) an alteration to the conditions of the HiSoft Memorandum to increase its share capital and the number of authorized HiSoft Shares to 120,000,000 (the “Capital Increase”), which shall occur immediately following the Share Consolidation, (B) a consolidation of the share capital of HiSoft, following which every 13.9482 issued and unissued common shares of par value US$0.0001 each in the share capital of HiSoft would be consolidated into one (1) common share of par value US$0.00139482 each in the share capital of HiSoft (the “Share Consolidation”), (C) an amendment to the HiSoft Articles to (1) change the name of HiSoft to a new name in English, to be mutually agreed by the Parties, and “文思海辉” in Chinese, and (2) delete the additional or casting vote granted to the chairman of the meeting of the HiSoft Board in the case of any equality of votes (the “Articles Amendments”), and (D) the issuance of HiSoft Shares (including HiSoft Shares to be represented by HiSoft ADSs) constituting the Merger Consideration (the “Share Issuance”), which shall occur following the Effective Time. The execution Board of Directors of Merger Sub (the “Merger Sub Board”), and HiSoft as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of HiSoft) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement by Agreement, the Company Merger and the Plan of Merger, the other Transaction Agreements to which Merger Sub is a party, and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate actionhereby and thereby, and no taken all corporate actions required to be taken by the Merger Sub Board and by HiSoft as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of the Company and no votes HiSoft or written consents Merger Sub are necessary to authorize or approve this Agreement Agreement, the Merger or the Plan of Merger or the other Transaction Agreements to which HiSoft or Merger Sub is a party or to consummate the transactions contemplated hereby and thereby (other than than, with respect to the Company Stockholder Approval Capital Increase, the Share Consolidation, the Articles Amendments and the filing of Share Issuance, the Certificate of Merger with the Secretary of the State of DelawareRequired HiSoft Vote). This Agreement has and the other Transaction Agreements to which HiSoft or Merger Sub is a party have been duly and validly executed and delivered by the Company each of HiSoft and Merger Sub, as applicable, and, subject to assuming the due authorization, execution and delivery by Parent the other parties hereto and thereto, constitute valid, legal and binding agreements of each of HiSoft and Merger Sub, constitutes the valid and binding obligation of the Companyas applicable, enforceable against the Company each of HiSoft and Merger Sub, as applicable, in accordance with its their respective 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 the Bankruptcy and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtEquity Exception. (b) At The Board of Directors of HiSoft (the “HiSoft Board”) has approved the Capital Increase, the Share Consolidation, the Articles Amendments and the Share Issuance being submitted to the shareholders of HiSoft for their authorization and approval at a meeting duly called to be held for that purpose. The only vote of the holders of any class or series of share capital of HiSoft necessary to authorize and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously approve (i) approved this Agreement and declared this Agreement the Capital Increase and the transactions contemplated hereby, including Share Consolidation is a simple majority of votes cast by the Merger to be fair, advisable and holders of HiSoft Shares voting in the best interests of the Company and its stockholders in accordance with the requirements of the DGCLperson or by proxy, (ii) subject to the terms Articles Amendments is an affirmative vote of two-thirds of the holders of HiSoft Shares voting in person or by proxy and conditions (iii) the Share Issuance is a simple majority of this Agreementvotes cast by the holders of HiSoft Shares voting in person or by proxy, directed that this Agreement be submitted for consideration in each case, at a meeting of the Company’s stockholders shareholders of HiSoft duly convened in accordance with the HiSoft Articles for purposes of authorizing and approving the Capital Increase, the Share Consolidation, the Articles Amendments and the Share Issuance (iii) subject to collectively, the terms and conditions of this Agreement, recommended that the holders “Required HiSoft Vote”). No other vote of the Company Common Stock shareholders of HiSoft is required by Law, the HiSoft Memorandum, the HiSoft Articles or otherwise in order for HiSoft to authorize and Company Preferred Stock vote their Shares in favor of approve the adoption of this AgreementCapital Increase, andthe Share Consolidation, as of the date hereof, none of Articles Amendments or the aforesaid actions by the Company Board has been amended, rescinded or modifiedShare Issuance.

Authority. The Board of Directors of Parent has declared as advisable and fair to and in the best interests of the shareholders of Parent (and, in the case of clauses (b) and (c) below, has resolved to recommend to such shareholders for approval) (a) the Amalgamation and the transactions to be effected thereby, (b) amendments to the Bye-Laws of Parent set forth on Exhibit A attached hereto (collectively, the "Bye-Law Amendments") and (c) the resolutions to be adopted by the shareholders of Parent set forth on Exhibit B attached hereto (the "Resolutions"). The Company Boards of Directors of Parent and Sub have each approved this Agreement and all agreements to be entered into by Parent or Sub in connection therewith (collectively, "Parent Ancillary Agreements"). Parent has approved the Amalgamation and this Agreement as the sole shareholder of Sub. The Board of Directors of Sub has declared the Amalgamation advisable, and Sub has approved the Amalgamation and this Agreement as a shareholder of IEL. Parent has all necessary corporate requisite power and corporate authority to execute enter into this Agreement and deliver the Parent Ancillary Agreements to which it is a party and (subject to (x) approval of the Resolutions by a majority of the votes cast at the Parent Shareholder Meeting (as hereinafter defined) by the holders of Parent Common Shares, and (y) adoption of the Bye-Law Amendments by seventy-five percent (75%) of the votes cast at the Parent Shareholder Meeting by the holders of Parent Common Shares) to consummate the transactions contemplated hereby and thereby. Sub has all requisite power and authority to enter into this Agreement, Agreement and the Parent Ancillary Agreements to perform its obligations hereunder which it is a party and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement and the Parent Ancillary Agreements by the Company Parent and Sub and the consummation by the Company Parent and Sub of the transactions contemplated hereby, including the Merger, hereby and thereby have been duly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Parent and Sub, subject, in the Company and no votes or written consents are necessary case of this Agreement, to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing (x) approval of the Certificate of Merger with the Secretary Resolutions by a majority of the State votes cast at the Parent Shareholder Meeting by the holders of DelawareParent Common Shares, and (y) adoption of the Bye-Law Amendments by seventy-five percent (75%) of the votes cast at the Parent Shareholder Meeting by the holders of Parent Common Shares. This Agreement has and the Parent Ancillary Agreements have been duly and validly executed and delivered by Parent and Sub and (assuming the Company and, subject to due valid authorization, execution and delivery hereof and thereof by Parent HIIC and Merger Sub, any other parties hereto and thereto and the validity and binding effect hereof and thereof on HIIC and any other parties thereto) each constitutes the valid and binding obligation of the Company, Parent and Sub enforceable against the Company Parent and Sub in accordance with its terms, except that as to the effect, if any, of (ia) such enforcement may be subject to applicable bankruptcy, insolvency or bankruptcy and other similar Lawslaws affecting the rights of creditors generally, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called rules of law governing specific performance, injunctive relief and held prior to other equitable remedies, and (c) the execution and delivery enforceability of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable and provisions requiring indemnification in the best interests of the Company and its stockholders in accordance connection with the requirements offering, issuance or sale of the DGCL, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedsecurities.

Authority. (a) The Company has all necessary corporate power and corporate --------- authority to execute and deliver this Agreement, the Company Voting Agreements and the Company Affiliate Agreements, to perform its obligations hereunder and thereunder and, subject to the adoption and approval of this Agreement and the Merger by the stockholders of the Company (if required under Delaware Law), to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approvalhereby and thereby. The execution and delivery of this Agreement Agreement, the Company Voting Agreements and the Company Affiliate Agreements by the Company, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby, including the Mergerhereby and thereby, have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company (other than the adoption and no votes or written consents approval of this Agreement and approval of the Merger by the holders of a majority of the outstanding shares of Company Common Stock in accordance with Delaware Law and the Company Charter Documents, if required (the "Requisite --------- Company Stockholder Approval")), are necessary to authorize the Company to ---------------------------- execute and deliver this Agreement Agreement, the Company Voting Agreements and the Company Affiliate Agreements, to perform its obligations hereunder and thereunder or to consummate the transactions contemplated hereby other than and thereby. This Agreement, the Company Stockholder Approval Voting Agreements and the filing of the Certificate of Merger with the Secretary of the State of Delaware. This Agreement has Company Affiliate Agreements have been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes constitute the valid legal and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except that (i) such as the enforcement thereof may be subject to applicable limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting enforcement of creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be except as enforcement thereof is subject to equitable defenses and to the discretion general principles of the court before which any Proceeding therefor may be broughtequity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company has Board, acting upon the unanimous recommendation of the Special Committee, at a meeting duly called and held, by unanimous vote of all members thereof approved and adopted resolutions (i) authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement (ii) adopting this Agreement (including the plan of merger included herein), (iii) approving and declaring advisable, fair to and in the best interests of the Company and its shareholders this Agreement, the Merger, the Voting Agreement and the other transactions contemplated hereby and thereby, (iv) directing that this Agreement (including the plan of merger included herein) be submitted for approval by the shareholders of the Company and (v) recommending that the shareholders of the Company approve this Agreement (including the plan of merger included herein), the Merger and the other transactions contemplated by this Agreement (the “Company Recommendation”). (b) The only vote of the holders of any class or series of capital stock of the Company necessary corporate power and corporate authority for the Company to execute and deliver approve this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement, including the Merger, subject is the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock at the Shareholder Meeting (including any adjournment or postponement thereof) in favor of the approval of this Agreement (including the plan of merger included herein), the Merger and the other transactions contemplated by this Agreement (the “Shareholder Approval”). The Company has the requisite corporate power and authority to obtaining (i) enter into and deliver this Agreement, and (ii) perform its obligations under and consummate the Company Stockholder transactions contemplated by this Agreement, subject, with respect to this clause (ii), to receipt of the Shareholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including by this Agreement by the Merger, Company have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate Company, subject, in the transactions contemplated hereby other than case of filing the Company Stockholder Approval and Articles of Merger with the filing of Florida Department, the Certificate of Merger with the Delaware Secretary and consummating the Merger, to receipt of the State of DelawareShareholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes the a legal, 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 insolvency, fraudulent conveyance, reorganization, moratorium and other Laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtprinciples (whether considered in a proceeding in equity or at law). (bc) At a meeting duly called and held prior Prior to the execution and delivery date of this Agreement, all shares of Company Preferred Stock were redeemed by the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger to be fair, advisable and in the best interests of the Company and its stockholders in accordance with the requirements provisions of the DGCL, Articles (iifor the aggregate redemption price set forth in Section 4.2(c) 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 Common Stock Disclosure Letter), and the Company Preferred Stock vote their Shares in favor of is not entitled to any consideration under the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedArticles.

Authority. (a) The Company has duly executed and delivered this Agreement and has taken all corporate action necessary corporate power and corporate authority for it to execute and deliver this Agreement, . Each of the Company’s Subsidiaries to perform its obligations hereunder and be party to consummate any document or agreement in connection with the transactions contemplated herebyhereby has taken all corporate action necessary for it to execute and deliver such document or agreement. Subject only to receipt of the affirmative vote of (i) the holders of at least sixty-six and two thirds percent (66.67%) of the outstanding shares of Company Common Stock approving this Agreement and the transactions contemplated hereby (the “Company Shareholder Matters”), including and (ii) the Company, as holder of all outstanding shares of common stock issued by the Company Bank Sub, this Agreement, the Merger, subject to obtaining the Company Stockholder Approval. The execution Subsequent Mergers and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby and thereby have been duly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing each of the Certificate of Merger with the Secretary of the State of Delawareits Subsidiaries. This Agreement has been duly and validly executed and delivered by is the Company and, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the Company’s valid and legally binding obligation of the Companyobligation, enforceable against the Company in accordance with its terms, terms (except that (i) such as enforcement may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally or by general equity principles). The Company Board, acting unanimously at a meeting where all members were present and (ii) voting on the remedy of specific performance actions approved has adopted resolutions approving and injunctive and other forms of equitable relief may be subject to equitable defenses and recommending to the discretion Company’s shareholders approval of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger hereby and any other matters required to be fairapproved or adopted in order to effect the Merger, advisable the Subsequent Mergers and in the best interests other transactions contemplated hereby. The board of directors of the Company and its stockholders in accordance with the requirements of the DGCLBank Sub, (ii) subject to the terms and conditions of this Agreement, directed that this Agreement be submitted for consideration acting unanimously at a meeting where all members were present and voting on the actions approved, has unanimously adopted resolutions approving the Bank Merger, the Bank Merger Agreement and the consummation of the Company’s stockholders and (iii) subject to the terms and conditions of this Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedtransactions contemplated thereby.

Authority. (a) The Company has all necessary requisite corporate power and corporate authority to execute and deliver this AgreementAgreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby, including subject, in the case of the Merger, subject to obtaining the affirmative vote (whether at a meeting or through written consent) in favor of adopting this Agreement of the holders of at least a majority of the outstanding shares of Common Stock of the Company (the “Stockholder Approval”). The execution execution, delivery and delivery of this Agreement performance by the Company of this Agreement, and the consummation by the Company it of the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate actionthe Board of Directors and, and no other corporate proceedings on except for obtaining the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. When executed and delivered by the Company, the execution, delivery and performance by the Company of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by the Board of Directors and no other corporate 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 been, and when executed and delivered, each of the Ancillary Agreements to which the Company is a party will be, duly and validly executed and delivered by the Company and, subject to assuming due and valid authorization, execution and delivery hereof by Parent and Merger Subthe other parties hereto, constitutes the a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency insolvency, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to the enforcement of creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses and to the discretion general principles of equity. Upon receipt of the court before which any Proceeding therefor may Merger Consent, the Stockholder Approval shall be broughtobtained 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) At The Special Committee, at a meeting duly called and held prior to the execution and delivery of held, unanimously (i) determined that this Agreement, the Company Board adopted resolutions Merger and the other transactions contemplated by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated herebyare fair to, including the Merger to be fair, advisable and in the best interests of, the stockholders of the Company (other than the Stockholder and its Affiliates) and (ii) recommended to the Board of Directors that it approve and declare advisable this Agreement and the other transactions contemplated by this Agreement, including the Merger. The Board of Directors, at a meeting duly called and held, unanimously (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the stockholders in accordance with the requirements of the DGCLCompany, (ii) approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) declared this Agreement advisable, 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 Board of Directors, and Foros Securities LLC has delivered to the special committee of the Board of Directors, in each case, its opinion, dated as of the date of this Agreement (together, the “Fairness Opinions”), substantially to the effect that, as of such date and based on and subject to the terms assumptions, qualifications and conditions limitations contained therein, the Merger Consideration to be received by the stockholders of this Agreement, directed that the Company (other than Parent and any of its Affiliates) pursuant to this Agreement be submitted for consideration at is fair to such stockholders from a meeting financial point of view. (d) The Stockholder Approval is the only vote of the holders of any class or series of the Company’s stockholders securities necessary to approve this Agreement and (iii) subject to the terms and conditions of this Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedMerger.

Authority. (ai) The Company Each of ev3 and Merger Co. has all necessary requisite corporate power and corporate authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company approval of the issuance of shares of ev3 Common Stock in the Merger (the “ev3 Share Issuance”) and the amendment of ev3’s certificate of incorporation to increase the authorized shares of ev3 Common Stock (the “ev3 Charter Amendment”) by the applicable Required ev3 Stockholder ApprovalVote, which has been obtained contemporaneously with the execution of this Agreement. ev3 Stockholders representing the Required ev3 Stockholder Vote, by and through the execution and delivery to ev3 of the ev3 Stockholders Written Consent on the date of this Agreement in accordance with the applicable provisions of the DGCL, have duly approved the ev3 Share Issuance and the ev3 Charter Amendment, and such action may not be hereafter modified or rescinded. The Secretary of ev3 has received at ev3’s principal place of business consents in writing signed by holders of outstanding stock necessary to approve the ev3 Share Issuance and the ev3 Charter Amendment. The Secretary of ev3 has custody of the books in which proceedings of meetings of the stockholders are recorded and has recorded the ev3 Stockholders Written Consent into such books as an action taken by the stockholders of ev3. The Secretary of ev3 has duly delivered to FoxHollow a certificate to this effect. The ev3 Board has approved the ev3 Share Issuance and the ev3 Charter Amendment, and such action may not be hereinafter modified or rescinded unless this Agreement is terminated in accordance with Article VIII. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, and no other corporate proceedings action on the part of ev3, except for the Company Required ev3 Stockholder Vote, which has been obtained contemporaneously with the execution of this Agreement. This Agreement has been duly executed and no votes delivered by ev3 and, assuming due authorization, execution and delivery by FoxHollow, constitutes a valid and binding obligation of ev3, enforceable against ev3 in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or written consents are necessary affecting creditors’ rights and to authorize general equitable principles. (ii) The execution and delivery of this Agreement or to consummate does not, and the consummation of the transactions contemplated hereby will not, (A) result in any Violation pursuant to any provision of the Certificate of Incorporation or By-laws of ev3 or any Subsidiary of ev3, or (B) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, result in any Violation of any loan or credit agreement, note, mortgage, indenture, lease, ev3 Benefit Plan (as defined in Section 3.2(i)) or other than agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to ev3 or any Subsidiary of ev3 or their respective properties or assets which Violation, in the Company Stockholder Approval case of clause (B), individually or in the aggregate, would reasonably be expected to have a material adverse effect on ev3. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to ev3 or any Subsidiary of ev3 in connection with the execution and delivery of this Agreement by ev3 or the consummation by ev3 of the transactions contemplated hereby, the failure to make or obtain which, individually or in the aggregate, would reasonably be expected to have a material adverse effect on ev3, except for (A) the filing with the SEC of the Form S-4 and such other reports under the Securities Act and the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (B) such filings and approvals as are required to be made or obtained under the securities or blue sky laws of various states in connection with the transactions contemplated by this Agreement, (C) the filing of the ev3 Charter Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered by , (D) the Company and, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation approval of the Companylisting of the ev3 Common Stock to be issued in the Merger on Nasdaq, enforceable against the Company in accordance with its terms, except that (iE) such enforcement Healthcare Regulatory Approvals as may be subject to applicable bankruptcyrequired, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (iiF) notices or filings under the remedy of specific performance HSR Act and injunctive and any 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 broughtRequisite Regulatory Approvals. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company Each of the Burro Parties has all necessary corporate requisite limited liability company or limited partnership power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder all of the terms and conditions hereof to be performed by them and, subject to receipt of the Partnership Unitholder Approval, to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by each of the Company Burro Parties and the consummation by the Company of the transactions contemplated hereby, including subject to (i) receipt of the MergerGP Membership Interest Approval, which shall be obtained promptly following the execution of this Agreement and (ii) receipt of the Partnership Unitholder Approval, have been duly authorized and approved by all necessary corporate action, and no other corporate proceedings requisite partnership or limited liability company action on the part of the Company and no votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing each of the Certificate of Merger with the Secretary of the State of DelawareBurro Parties. This Agreement has been duly and validly executed and delivered by the Company and, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of this Agreementheld, the Company Board adopted resolutions General Partner Board, by which unanimous vote, (A) determined that it is in the Company Board unanimously best interests of the Partnership (iand its unitholders) approved and General Partner (and the holder of the GP Membership Interests) to enter into this Agreement and declared to proceed with and consummate the Mergers and the other transactions contemplated by the hereby, (B) determined that this Agreement and the transactions contemplated hereby are, (I) with respect to the LP Mergers, in the best interests of the Partnership and the holders of Partnership Common Units and fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership) and (II) with respect to the GP Merger and the Subsequent LP Merger, in the best interests of the General Partner and the holder of the GP Membership Interests, (C) approved this Agreement and the transactions contemplated hereby, including the Mergers, and (D) directed that (I) this Agreement, the LP Mergers be submitted to a vote of the holders of Partnership Common Units by written consent pursuant to Section 13.11 and Section 14.3(a) of the Partnership LPA and recommended approval of this Agreement and the transactions contemplated hereby, including the LP Mergers, by the holders of Partnership Common Units (the “Partnership Recommendation”) and (II) this Agreement and the GP Merger and the Subsequent LP Merger be submitted to a vote of the holder of the GP Membership Interests by written consent pursuant to Section 12.3(a) of the General Partner LLCA and recommended approval of this Agreement and the transactions contemplated hereby, including the GP Merger and the Subsequent LP Merger, by the holder of the GP Membership Interests. This Agreement has been duly executed and delivered by each of the Burro Parties, and assuming the due authorization and execution of this Agreement by the Kick Parties, constitutes the valid and legally binding obligation of each of the Burro Parties, enforceable against each of the Burro Parties in accordance with its terms, except as such enforcement may be fairlimited by applicable bankruptcy, advisable 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) (collectively, the “Enforceability Exceptions”). (b) The approval of this Agreement and the transactions contemplated hereby, including the Mergers, by (i) the affirmative vote or consent of the holders of a Unit Majority (the “Partnership Unitholder Approval”), and (ii) the affirmative vote or consent of Members representing a Majority Interest (the “GP Membership Interest Approval”), are the only votes or approvals of partnership interests in the best Partnership and limited liability company interests of the Company General Partner that are necessary to approve this Agreement and its stockholders in accordance with approve and consummate the requirements of the DGCL, (ii) subject to the terms and conditions of transactions contemplated by this Agreement, directed that including the Mergers, and no other limited liability company or limited partnership proceedings on the part of any Burro Party are necessary to approve this Agreement be submitted for consideration at a meeting of or to consummate the Company’s stockholders and (iii) subject to transactions contemplated hereby, including the terms and conditions of this Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedMergers.

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the approval of this Agreement by the holders of at least a majority in combined voting power of the outstanding Shares (the “Company Shareholder Approval”), to consummate the Merger and the other transactions contemplated hereby, including the Merger, subject hereby to obtaining which the Company Stockholder Approvalis a party. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to authorize approve this Agreement or to consummate the Merger and the other transactions contemplated hereby other than to which the Company Stockholder Approval and is a party, subject, in the filing case of the Certificate of Merger with the Secretary consummation of the State of DelawareMerger, to obtaining the Company Shareholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and equity). On or prior to the discretion of the court before which any Proceeding therefor may be brought. (b) At date hereof, at a meeting duly called and held prior to the execution and delivery of this Agreementheld, the Company Board adopted resolutions by which the Company Board has unanimously (i) approved determined that the Merger and the other transaction contemplated by this Agreement are in the best interest of the Company and the shareholders of the Company, (ii) adopted this Agreement in accordance with the Oregon Act, (iii) resolved that this Agreement and declared the Merger be submitted to the shareholders of the Company for their approval, (iv) resolved to recommend that the Company’s shareholders approve this Agreement and the transactions contemplated hereby, including and (v) adopted resolutions having the effect of causing the Company not to be subject to any Takeover Restriction that might 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 be fairthe extent expressly permitted by Section 5.4(d) or Section 5.4(e), advisable have not been rescinded, modified or withdrawn in any way. Assuming the accuracy of the representations and warranties of Parent and Merger Sub contained in Section 4.9, the best interests Company Shareholder Approval is the only vote or consent of the holders of any class or series of capital stock of the Company and its stockholders in accordance with the requirements of the DGCL, (ii) subject necessary to the terms and conditions of this Agreement, directed that approve this Agreement be submitted for consideration at a meeting of or the Company’s stockholders and (iii) subject to Merger or the terms and conditions of this Agreementother transactions contemplated hereby. There are no bonds, recommended that the holders debentures, notes or other Indebtedness of the Company Common Stock and Company Preferred Stock having the right to vote their Shares in favor (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedmay vote.

Authority. (ai) The Company Settling Claimant is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all necessary corporate the requisite corporate, partnership or other power and corporate authority to execute and deliver this Agreement, Settlement Agreement and the other documents and instruments contemplated hereby to which such Settling Claimant is contemplated to be a party and perform its obligations hereunder under this Settlement Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party, and to consummate the transactions contemplated herebyherein and therein; (ii) the execution, including delivery and performance by the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery Settling Claimant of this Settlement Agreement by and the Company other documents and instruments contemplated hereby to which such Settling Claimant is contemplated to be a party and the consummation by the Company of the transactions contemplated hereby, including the Merger, herein and therein have been duly authorized by all necessary corporate actionaction (corporate, partnership, limited liability company or otherwise) on the part of the Settling Claimant and no other corporate action or proceedings on the part of the Company and no votes or written consents Settling Claimants are necessary to authorize and approve this Settlement Agreement or the other documents and instruments contemplated hereby to consummate which such Settling Claimant is contemplated to be a party or any of the transactions contemplated hereby other than the Company 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 the Company and, subject to due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency herein or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 therein; and (iii) subject solely with respect to the terms Lease Trustee, it has been directed by Lease Certificate Holders holding not less than a majority of the fractional undivided interest evidenced by the Lease Certificates to execute and conditions deliver this Settlement Agreement and the other documents and instruments contemplated hereby to which the Lease Trustee is contemplated to be a party and, pursuant to Section 5.2 of this each of the Lease Indentures and Sections 1.4 and 6.4 of the Pass Through Trust Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedsuch direction shall be binding on all Lease Certificate Holders.

Authority. (a) The Company Quintiles has all necessary corporate power and corporate authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company Quintiles and the consummation by the Company Quintiles of the transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, action on the part of Quintiles and no other corporate proceedings on the part of the Company and no votes or written consents Quintiles are necessary to authorize approve this Agreement or to consummate the Merger and the other transactions contemplated hereby other than hereby, subject, in the Company Stockholder Approval case of the consummation of the Merger and the filing other transactions contemplated hereby, to (i) the approval of this Agreement by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Quintiles Common Stock, (ii) the approval of the Certificate issuance of Merger shares of Quintiles Common Stock in connection with the Secretary Merger as contemplated by this Agreement by the affirmative vote of the State holders of Delawareoutstanding Quintiles Common Stock representing a majority of the votes cast with respect to such approval, (iii) the approval of the Plan of Conversion by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Quintiles Common Stock and (iv) the approval of the Converted Entity Charter in connection with the Conversion, or one or more of the provisions thereof, by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Quintiles Common Stock; provided, however, that any such approvals referred to in the foregoing clauses (i) - (iv) shall be unbundled into separate proposals to the extent required by applicable Law (collectively, the “Quintiles Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company Quintiles and, subject to assuming the due authorization, execution and delivery by Parent and Merger SubIMS Health, constitutes the a valid and binding obligation of the CompanyQuintiles, enforceable against the Company Quintiles in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtequity). (b) At The Board of Directors of Quintiles (the “Quintiles Board”), at a meeting duly called and held prior to at which all directors of Quintiles were present, duly and unanimously (of those voting) adopted resolutions (i) determining that the execution and delivery terms of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement Merger and the other transactions contemplated hereby, including the Merger Plan of Conversion and the Conversion, are fair to be fair, advisable and in the best interests of the Company and its stockholders in accordance with the requirements of the DGCLQuintiles’ stockholders, (ii) subject to approving and declaring advisable this Agreement and the terms Plan of Conversion and conditions of this Agreementthe transactions contemplated hereby and thereby, directed including the Merger and the Conversion, (iii) directing that this Agreement and the Plan of Conversion be submitted to the stockholders of Quintiles for consideration at a meeting of the Company’s stockholders approval and (iiiiv) subject resolving to the terms and conditions of this Agreement, recommended recommend that the holders of the Company Common Stock and Company Preferred Stock Quintiles’ stockholders vote their Shares in favor of the adoption approval of this AgreementAgreement and the Plan of Conversion and the transactions contemplated hereby and thereby, andincluding the Merger and the Conversion, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The votes comprising the Quintiles Stockholder Approval are the only votes of the date hereof, none holders of any class or series of Quintiles’ capital stock or other securities required in connection with the consummation of the aforesaid actions Merger and the Conversion. No vote of the holders of any class or series of Quintiles’ capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by Quintiles other than the Company Board has been amended, rescinded or modifiedMerger and the Conversion.

Authority. (a) The Company has all necessary the requisite corporate power and corporate authority to execute and deliver this Agreement, Agreement and the Operative Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, including the Merger, subject to obtaining delivery and performance by the Company Stockholder Approval. The execution and delivery of this Agreement by and the Company Operative Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby and thereby have been duly authorized and validly approved by all necessary corporate actionthe Board of Directors of the Company. In addition, the Board of Directors of the Company has adopted a resolution substantially in the following form: "RESOLVED, that the Company be, and no it hereby is, authorized to engage, from time to time, in any "business combination" (as defined in Section 14A:10A-3 of the New Jersey Business Corporation Act) with or otherwise involving or affecting Edwardstone, MidMark and/or their respective Affiliates, including, without limitation, repurchases by the Company of shares of its common stock from such Person(s), loan transactions, and transactions that may involve the sale or issuance by the Company of its assets or voting securities (or securities convertible into, or exchangeable for, its voting securities), on such terms and conditions as may be agreed upon by the parties thereto at the time of such transaction(s), the intent of this resolution being to constitute advance approval of such transaction(s) as required by Section 14A:10A-4 of the New Jersey Business Corporation Act." No other corporate proceedings on the part of the Company and no votes or written consents its stockholders are necessary to authorize the execution, delivery and performance by the Company of this Agreement or and the Operative Agreements to consummate which it is a party and the consummation by the Company of the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delawarethereby. This Agreement has been duly and validly executed and delivered by the Company and, subject to due authorization, and constitutes and upon the execution and delivery by Parent and Merger Subthe Company of the Operative Agreements to which it is a party, constitutes the such Operative Agreements will constitute legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtwhether such enforceability is considered in a proceeding in equity or at Law). (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority. (a) The Company has all necessary requisite corporate power and corporate authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including subject, in the case of consummation of the Merger, subject to obtaining the Company Stockholder Approvalapproval and adoption of this Agreement and the approval of the Merger by the Company’s stockholders as contemplated in Section 5.2. The execution and delivery of this Agreement by the Company and the consummation by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no votes or written consents are necessary 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 other than hereby, subject only to the Company Stockholder Approval approval and adoption of this Agreement and the approval of the Merger by the Company’s stockholders as contemplated by Section 5.2 and the filing of the Certificate of Merger with the Secretary pursuant to Delaware Law. The affirmative vote of the State holders of Delawarea majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of Company capital stock necessary to approve or adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has, by resolution adopted by unanimous vote at a meeting of all Directors duly called and held and not subsequently rescinded or modified in any way (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 transactions contemplated thereby, including the Merger, and (iii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ Meeting. This Agreement has been duly and validly executed and delivered by the Company and, subject to and assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ the rights and remedies of creditors generally and (ii) the remedy to general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtequity. (b) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, 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, (ii) 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 Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.