Common use of Authorization Clause in Contracts

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. Seller has, and with respect to this Agreement and the Ancillary Agreements, its applicable Subsidiaries (aother than the Company and the Company Subsidiaries) The Company has have, all requisite corporate power and authority to execute enter into and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby by, and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and theretocarry out its respective obligations under, this Agreement and the Additional Agreements to which the Company is a party constitute a legalAncillary -24- Agreements, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the as applicable. The execution, delivery and performance by the Company Seller of this Agreement, the Additional Agreements to which it is a party Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; by its applicable Subsidiaries (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of other than the Company and the Company Stockholders; (iiiSubsidiaries) directed that the adoption of this Agreement and the Ancillary Agreements has been (or will be submitted prior to the Company Stockholders for consideration execution and recommended that delivery thereof) duly authorized by all requisite action on the part of Seller and such Subsidiaries, as applicable. This Agreement has been duly and validly executed and delivered by Seller and constitutes its valid and binding obligation, enforceable against Seller in accordance with its terms, and this Agreement has been duly and validly executed and delivered and the Ancillary Agreements, when executed and delivered, will be duly and validly executed and delivered by Seller’s applicable Subsidiaries (other than the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of and the voting power of the shares of Company Common Stock entitled to vote thereon to adopt Subsidiaries) and this Agreement (constitutes and the “Company Stockholder Approval”) is Ancillary Agreements will constitute their valid and binding obligations, enforceable against such Subsidiaries in accordance with their terms, subject in each case to the only vote or consent effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of the holders general principles of Company Common Stock equity (regardless of whether such enforceability is considered in a proceeding in equity or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyat law).

Authorization. (a) The Company Buyer has all requisite corporate limited liability company power and authority to execute enter into this Agreement, and deliver this Agreement all other documents required hereunder to be executed and the Additional Agreements delivered by Buyer, to which it is a party and to consummate carry out the transactions contemplated hereby and thereby, in the case of the Merger, subject thereby and to receipt of acquire and own the Company Stockholder ApprovalInterests. The execution and delivery by the Company of this Agreement Agreement, and all other documents required hereunder to be executed and delivered by Buyer, and the Additional Agreements to which it is a party and the consummation by the Company performance of the transactions contemplated hereby and thereby have been duly and validly authorized by all such action, corporate or otherwise, necessary corporate action on behalf of Buyer. This Agreement is, and each document required to be executed and delivered by Buyer hereunder, when so executed and delivered by Buyer, shall be, a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except (a) as limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights and (b) that the part remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Companycourt before which any proceeding for the same may be brought. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the The transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements Operative Documents to which the Company Buyer is or will be a party have been duly executed and delivered approved by the Company andconflicts committee (“Conflicts Committee”) of the board of directors of American Midstream GP, assuming LLC (the due authorization, “Buyer Parent GP Board”) and the execution and delivery by each Buyer of the other parties hereto and thereto, this Agreement and the Additional Agreements Operative Documents to which the Company Buyer is or will be a party constitute a legalparty, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including have been approved by the MergerBuyer Parent GP Board, and such approvals have not been amended, repealed, revoked or rescinded and are in full force and effect as of the date hereof, and no other limited liability company actions are necessary on the terms and subject part of Buyer to the conditions set forth herein and therein; (ii) determined that approve this Agreement, the Additional Agreements to which it is a party, and Operative Documents or the transactions contemplated hereby and or thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company has all requisite corporate power and authority to execute enter into the Transaction Agreements and deliver this Agreement to carry out and perform its obligations under the terms of the Transaction Agreements, including the issuance and sale of the Securities and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case issuance of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement Pre-Funded Warrant Shares and the Additional Agreements to which it is a party and Common Warrant Shares (the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary “Warrant Shares”). All corporate action on the part of the Company. No other corporate proceedings on , its officers, directors and stockholders necessary for the part authorization of the Company are necessary to authorize this Agreement or Initial Shares and the Additional Warrant Shares, the authorization, execution, delivery and performance of the Transaction Agreements to which it is a party or to consummate and the consummation of the transactions contemplated by this Agreement (other thanherein, in including the case issuance and sale of the MergerSecurities and the Warrant Shares and the reservation of the Warrant Shares has been taken, including, without limitation, the receipt approval of the Company Stockholder ApprovalBoard of Directors (or a committee thereof) or in accordance with Section 144 of the Additional Agreements. DGCL This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each Investor of this Agreement and that this Agreement constitutes the legal, valid and binding agreement of each Investor, this Agreement and each of the Warrants constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon its execution by the Company and the other parties thereto and assuming that it constitutes legal, valid and binding agreements of the other parties hereto and thereto, this the Registration Rights Agreement and the Additional Agreements to which the Company is a party will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium and similar laws relating to or similar Laws affecting the rights of creditors generally and the availability or by general equity principles (regardless of equitable remedies (the “Enforceability Exceptions”whether such enforceability is considered in a proceeding in equity or at law). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company Each of Seller and its Subsidiaries has all requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the Additional Ancillary Agreements to which it is or will be a party party, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company each of Seller and its Subsidiaries of this Agreement and the Additional Ancillary Agreements to which it is or will be a party party, the performance of each of their obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate requisite action on the part of the CompanySeller or its Subsidiary, as applicable. No other corporate proceedings Seller has duly executed and delivered this Agreement, and on the part of Closing Date will have duly executed and delivered the Company are necessary to authorize this Agreement or the Additional Ancillary Agreements to which it is will be a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreementsparty. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the Assuming due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, and the Additional Agreements each such Ancillary Agreement to which Seller or its Subsidiary is or will be a party, when so executed and delivered, will constitute, the Company is a party constitute a legal, valid and binding obligation of the CompanySeller or its Subsidiary, as applicable, enforceable against the Company Seller or its Subsidiary, as applicable, in accordance with their respective its terms, subject to except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent transferconveyance, moratorium, reorganization receivership or similar Laws relating to or affecting the creditors’ rights of creditors generally and the availability by general principles of equitable remedies equity (whether considered at law or in equity) (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the The execution, delivery and performance by the Company each of Seller and its Subsidiaries of this Agreement, Agreement and the Additional Ancillary Agreements to which it is or will be a party requires no notice, authorization, approval, Order, permit, contract or action by or in respect of, or filing with, any Governmental Authority, other than (i) compliance with any applicable requirements of the HSR Act and the consummation other Competition Laws of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions jurisdictions set forth herein and therein; in Section 2.2(b)(i) of the Seller Disclosure Letter, (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject filings with respect to the conditions Communications Authorizations set forth herein, are advisable and in the best interests Section 2.2(b)(ii) of the Company and Seller Disclosure Letter (the Company Stockholders; “Communications Authorizations Filings”), (iii) directed that the adoption of this Agreement waivers, authorizations, approvals and consents to be submitted obtained from Governmental Authorities pursuant to the Company Stockholders for consideration and recommended that all Communications Authorizations Filings set forth in Section 2.2(b)(iii) of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement Seller Disclosure Letter (the “Company Stockholder ApprovalCommunications Authorizations Consents”); (iv) is the only vote or consent of any filing of the holders of Company Common Stock or any other class or series of capital stock CFIUS Notice and the receipt of the Company that is necessary CFIUS Clearance; and (v) any actions or filings under Laws (other than Competition Laws), the absence of which would not reasonably be expected, individually or in the aggregate, to adopt this Agreement and approve be material to the Merger and Business or the consummation Target Companies, taken as a whole, or to materially adversely affect the ability of the other transactions contemplated herebySeller or its Subsidiaries to perform their respective obligations hereunder or thereunder.

Authorization. (ai) The Company SMR has all requisite full legal right and capacity to execute and deliver the Agreement and to carry out his obligations hereunder, and each of NAI and Sumco has the corporate power and authority to execute enter into this Agreement, and deliver this Agreement each of NAI and Sumco has the Additional Agreements corporate power and authority to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approvalcarry out their respective obligations hereunder. The execution execution, delivery and delivery performance by the Company each Seller of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company each Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate requisite action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thaneach Seller and its stockholders, in as the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreementsmay be. This Agreement and the Additional Agreements to which the Company is a party have has been duly and validly executed and delivered by the Company Sellers and, assuming the due authorization, execution and delivery by each of the other parties hereto and theretoPurchaser, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, each Seller party hereto enforceable against the Company such Seller in accordance with their respective its terms, subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all laws relating to fraudulent transfers), fraudulent transferreorganization, moratorium, reorganization moratorium or similar Laws laws affecting the creditors’ rights of creditors generally and subject to the availability effect of equitable remedies general principles of equity (regardless of whether considered in a proceeding at law or in equity). No other corporate proceedings are necessary for the “Enforceability Exceptions”). (b) By resolutions duly adopted (execution and not thereafter modified or rescinded) delivery by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company Sellers of this Agreement, the Additional Agreements to which it is a party and performance by them of their obligations hereunder or the consummation by them of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; hereby. (ii) determined that Neither the execution and delivery by the Sellers of this Agreement, Agreement nor the Additional Agreements to which it is a party, and consummation by the Sellers of the transactions contemplated hereby and therebyhereby, upon nor compliance by the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of Sellers with any of the holders provisions hereof, will (A) with or without the giving of Company Common Stock notice, the lapse of time, or both, violate, conflict with, or result in a breach of any provision of, or constitute a default under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of the Sellers under any of the terms, conditions or provisions of (i) with respect to NAI and Sumco, the articles of incorporation, charter or bylaws or other governing document of such Seller or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which any Seller is a party or by which it may be bound, or to which any Seller or any other class or series of capital stock of the Company that is necessary properties or assets of any Seller may be subject, or (B) violate any law (including any fraudulent conveyance or similar law), statute, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to adopt this Agreement and approve the Merger and the consummation any Seller or any of the other transactions contemplated herebytheir respective properties or assets.

Authorization. (a) The Each of Stockholder and the Company has all requisite full corporate power and authority to execute and deliver this Agreement and, in the case of the Company to consummate the Merger, and each of Stockholder, the Company and the Additional Agreements Stockholder Parties had full power to execute and deliver the Internal Reorganization Documents and will have the power and authority at the Closing (or at such earlier time as such document is executed and/or delivered by such Party) to execute and deliver each of the Ancillary Agreements, and other Closing Documents to which it is a party and to consummate the transactions contemplated hereby perform its obligations hereunder and thereby, in the case thereunder. Upon delivery of the MergerStockholder Written Consent immediately following the execution of this Agreement, subject to receipt the Stockholder shall have duly approved and adopted this Agreement, and the Merger shall be approved by the Required Stockholder Approval and as of the Company Closing and Effective Time, the Required Stockholder ApprovalApproval shall have been received. The execution execution, delivery and delivery performance of this Agreement by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby Transactions and thereby this Agreement and the Merger have been duly authorized approved, accepted and declared advisable by all necessary corporate action on the part unanimous vote of the Board of Directors of the Company, the execution, delivery and performance by Stockholder of this Agreement has been duly and validly authorized and the execution, delivery and performance by each of Stockholder, the Company and the Stockholder Parties of the Internal Reorganization Documents has been duly and validly authorized and the execution, delivery and performance by Stockholder, the Stockholder Parties and the Company of each of the Ancillary Agreements and other Closing Documents to which it is or will be a party will be, when executed and delivered duly and validly authorized, and no additional corporate or stockholder or similar authorization or consent is required in connection therewith. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements Merger (other than, with respect to the Merger, the Required Stockholder Approval and the filing and recordation of the Certificate of Merger and other appropriate merger documents as required by the CGCL). Each Affiliate of Stockholder has (and, if executed or delivered prior to the date hereof, at the time of execution and delivery had), or prior to the Closing will have, full corporate power and authority to execute and deliver each Ancillary Agreement or other Closing Document to which it is or will be a party or and to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreementsperform its obligations thereunder. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the The execution, delivery and performance by each Affiliate of Stockholder of each of the Company of this Agreement, the Additional Ancillary Agreements or other Closing Document to which it is or will be a party and the consummation of the transactions contemplated hereby and therebyhas been, including the Merger, on the terms and subject or prior to the conditions set forth herein Closing (or time of performance thereunder) will have been, duly and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a partyvalidly authorized, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote no additional corporate or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote stockholder or similar authorization or consent of any of the holders of Company Common Stock is or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebywill be required in connection therewith.

Authorization. (a) The Company Each of AICI, AIC, AGIC and AMAG has all the requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and or under each of the Additional Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and therebybe executed by it, in as the case of the Merger, subject to receipt of the Company Stockholder Approvalmay be. The execution and delivery by the Company each of AICI, AIC, AGIC and AMAG of this Agreement and of the Additional Ancillary Agreements executed and to which it is a party be executed by it, and the consummation performance by the Company each of the transactions contemplated hereby AICI, AIC, AGIC and thereby AMAG of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part each of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanAICI, in the case of the MergerAIC, the receipt of the Company Stockholder Approval) or the Additional AgreementsAGIC and AMAG and its shareholders. This Agreement and each of the Additional Ancillary Agreements executed on the date of this Agreement has been duly executed and delivered by AICI on behalf of itself and each of AIC, AGIC and AMAG and, subject to which the Company due execution and delivery hereof by Sellers, is a party valid and binding obligation of each of AICI, AIC, AGIC and AMAG, enforceable against each of AICI, AIC, AGIC and AMAG in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). As of the Closing Date, each Ancillary Agreement executed and delivered by each of AICI, AIC, AGIC and AMAG will have been duly executed and delivered by the Company each of AICI, AIC, AGIC and AMAG and, assuming subject to the due authorization, execution and delivery of such agreements by Sellers, each Ancillary Agreement executed by each of the other parties hereto AICI, AIC, AGIC and thereto, this Agreement and the Additional Agreements to which the Company AMAG is a party constitute a legal, valid and binding obligation of the Companythem, enforceable against the Company them in accordance with their respective its terms, subject to except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization moratorium and other similar laws relating to or similar Laws affecting the creditors' rights of creditors generally and the availability by general equitable principles (regardless of equitable remedies (the “Enforceability Exceptions”whether such enforceability is considered in a proceeding in equity or at law). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company Each Buyer has all requisite corporate corporate, limited liability company, or other equivalent power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it such Buyer is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Ancillary Agreements to which it each Buyer is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party such Buyer and the consummation of the transactions contemplated hereby and therebythereby (including the consummation of the transactions contemplated hereunder and thereunder) have been duly authorized by all requisite corporate, limited liability company, or other equivalent action of such Buyer. This Agreement has been (and the Ancillary Agreements to which each Buyer is a party will be) duly and validly executed and delivered by each Buyer and constitutes (and each such Ancillary Agreement when so executed and delivered by such Buyer will constitute) a valid, legal and binding agreement of such Buyer (assuming this Agreement has been, and the Ancillary Agreements to which such Buyer is a party will be, duly authorized, executed and delivered by the other parties thereto), enforceable against such Buyer in accordance with its terms, except: (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally; and (ii) that the availability of equitable remedies, including the Mergerspecific performance, on the terms and is subject to the conditions set forth herein and therein; discretion of the court before which any proceeding thereof may be brought. (iib) determined that No material notices to, filings with or authorization, consent or approval of any Governmental Authority is necessary for the execution, delivery or performance of this Agreement, Agreement by each Buyer or the Additional Ancillary Agreements to which it such Buyer is a party, and party or the consummation by such Buyer of the transactions contemplated hereby and or thereby, upon except for compliance with and filings under the terms HSR Act and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyapplicable Competition Law.

Authorization. (a) The Company has Each of Parent and Merger Sub have all requisite corporate necessary corporate, real estate investment trust, limited liability company or other similar power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Additional Agreements transactions to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approvalhereby. The execution execution, delivery and delivery performance by the Company each of Parent and Merger Sub of this Agreement and the Additional Agreements consummation by each of Parent and Merger Sub of the transactions to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate corporate, limited liability company or other similar action on the part of the Company. No Parent and Merger Sub, and no other corporate proceedings corporate, limited liability company or other similar action on the part of the Company are Parent or Merger Sub is necessary to authorize this Agreement or to consummate the Additional Agreements transactions to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreementshereby. This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorizationpower and authority of, and due execution and delivery by each of by, the other parties hereto and theretoCompany, this Agreement and the Additional Agreements to which the Company is constitutes a party constitute a legal, valid and binding obligation of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with their respective its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally Bankruptcy and the availability of equitable remedies (the “Enforceability Exceptions”)Equity Exception. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the The Board of Directors Trustees of Parent and the Company, the Board managers and sole member of Directors of the Company has Merger Sub have (i) approved and declared it advisable, and in the executionbest interests of, delivery and performance by Parent or Merger Sub, as the Company of case may be, to enter into this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including Agreement providing for the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in (ii) approved the best interests of execution, delivery and performance by Parent or Merger Sub, as the Company and the Company Stockholders; (iii) directed that the adoption case may be, of this Agreement be submitted and the consummation of the transactions to which Parent or Merger Sub, as the case may be, is a party contemplated hereby, upon the terms and subject to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative conditions set forth herein. (c) No vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent other action of any members or Affiliates of Parent or the holders of Company Common Stock or any other class or series of capital stock or other equity interest of any Subsidiary of Parent (including Merger Sub) is required by Law, the Company that is necessary Constituent Documents of Parent or any Subsidiary of Parent or otherwise in order for Parent and Merger Sub to adopt this Agreement and approve consummate the Merger and the consummation of the other transactions to which they are a party contemplated hereby.

Authorization. (a) The execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the board of directors of the Company and by the Stockholder. The Company has taken all requisite necessary corporate power action and authority has all the necessary corporate powers to execute and deliver enter into this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreementshereby. This Agreement and the Additional Agreements to which the Company is a party have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each officers of the other parties hereto Company on its behalf, and thereto, assuming that this Agreement is the valid and binding obligation of the Additional Agreements to which Purchaser, is the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject to except as such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other similar laws now or hereafter in effect, reorganization or similar Laws affecting the by legal or equitable principles, relating to or limiting creditors' rights of creditors generally and except that the availability remedy of specific performance and injunctive and other forms of equitable remedies (relief are subject to certain equitable defenses and to the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote discretion of the Board of Directors of court before which any proceeding therefor may be brought. Stockholder represents and warrants that the Company, Stockholder has the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements ability to which it is a party and the consummation of consummate the transactions contemplated hereby hereby; that this Agreement has been duly executed and therebyvalidly delivered by him and that this Agreement is the valid and binding obligation of the Stockholder, including enforceable against the MergerStockholder in accordance with its terms, on except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect, or by legal or equitable principles, relating to or limiting creditors' rights generally and except that the terms remedy of specific performance and injunctive and other forms of equitable relief are subject to the conditions set forth herein certain equitable defenses and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests discretion of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement court before which any proceeding therefor may be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebybrought.

Authorization. (a) The Company Each of Buyer and Canada Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Ancillary Agreements to which it Buyer, Canada Buyer, or any of their respective Affiliates is a party and the consummation by the Company Buyer, Canada Buyer or any of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party Affiliates and the consummation of the transactions contemplated hereby and therebythereby (including the consummation of the transactions contemplated hereunder and thereunder) have been duly authorized by all requisite corporate action of Buyer, Canada Buyer and/or their respective applicable Affiliates. This Agreement has been (and the Ancillary Agreements to which Buyer, Canada Buyer, or any of their respective Affiliates is a party will be) duly and validly executed and delivered by Buyer, Canada Buyer, and/or their respective applicable Affiliates and constitutes (and each such Ancillary Agreement when so executed and delivered by Buyer, Canada Buyer and/or their applicable Affiliates will constitute) a valid, legal and binding agreement of Buyer or Canada Buyer (and in the case of Ancillary Agreements, Buyer, Canada Buyer, or their respective Affiliates party thereto) (assuming this Agreement has been, and the Ancillary Agreements to which Buyer, Canada Buyer, or their respective applicable Affiliates is a party will be, duly authorized, executed and delivered by the other parties thereto), enforceable against Buyer or Canada Buyer (and in the case of the Ancillary Agreements, Buyer, Canada Buyer or their respective Affiliates party thereto) in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including the Mergerspecific performance, on the terms and is subject to the conditions set forth herein discretion of the court before which any proceeding thereof may be brought. (b) Assuming the truth and therein; (ii) determined that accuracy of Seller’s representations and warranties contained in Section 2.2(b), no material notices to, filings with or authorization, registration, declaration, consent or approval of any Governmental Authority is necessary for the execution, delivery or performance by Buyer, Canada Buyer or any of their respective Affiliates of this Agreement, Agreement or the Additional Ancillary Agreements to which it Buyer, Canada Buyer or any of their respective Affiliates is a party, party or the consummation by Buyer and Canada Buyer of the transactions contemplated hereby and or thereby, upon except for compliance with and filings under the terms HSR Act and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyapplicable Competition Law.

Authorization. (a) The Company has all requisite corporate power execution, delivery and authority to execute performance by ▇▇▇▇▇▇ and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company ▇▇▇▇▇▇ Sub of this Agreement, the Bermuda Merger Agreement and the Additional Agreements to which it is a party and the consummation by the Company ▇▇▇▇▇▇ and Merger Sub of the transactions contemplated hereby Transactions are within the corporate powers of Parent and thereby Merger Sub and, subject to (i) Merger Sub obtaining shareholder approval in respect of this Agreement, the Bermuda Merger Agreement and the Merger, and increasing its authorized share capital in order for Merger Sub as the Surviving Company to issue the shares required to be issued by it pursuant to Section 3.1 (“Merger Sub Shareholder Approval”), and (ii) Parent obtaining Parent Board approval for the listing of the Parent Shares on the OSE, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except to the Companyextent that the enforceability thereof may be limited by the Equitable Exceptions. No other corporate proceedings on the part vote of the Company are necessary to authorize this Agreement or the Additional Agreements to which it holders of Parent Shares is a party or required to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)Transactions. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by Assuming the requisite vote accuracy of the Board of Directors of the Companyrepresentations and warranties set forth in Section 4.2(c), the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company ▇▇▇▇▇▇ and Merger Sub of this Agreement, the Additional Agreements to which it is a party Bermuda Merger Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and therebyTransactions require no action by or in respect of, including or filing with, any Governmental Authority, other than (i) the Merger, on filing of the terms and subject Merger Application with the Registrar pursuant to the conditions set forth herein BCA and therein; by relevant authorities of other jurisdictions in which Parent is qualified to do business, (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject notification(s) to the conditions set forth herein, are advisable and in the best interests Bermuda Monetary Authority of the Merger and issuance and transfer of the shares of the Surviving Company pursuant to Section 3.1(a) and the Company StockholdersSection 3.2(a); (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all compliance with any applicable requirements of the Company Stockholders adopt this Agreement. The affirmative vote 1933 Act, the 1934 Act, any other applicable U.S. state or written consent of Persons holding a majority federal securities laws and the rules and requirements of the voting power NYSE, NASDAQ, Euronext or the OSE, including the filing of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (Registration Statement, the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock Proxy Statement or any other class Company Disclosure Documents or series of capital stock of Parent Disclosure Documents with the Company SEC, the FSMA, the NYSE, NASDAQ, Euronext or the OSE, and (iv) such approvals as may be required under any Antitrust Laws that is necessary are applicable to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyTransactions.

Authorization. (a) The Company Purchaser has all the requisite corporate power and authority and has taken all action necessary to execute and deliver this Agreement and the Additional Agreements Agreement, to which it is a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approvalhereby. The execution execution, delivery and delivery performance by the Company Purchaser of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company Purchaser of the transactions contemplated hereby and thereby and, to the extent applicable, the performance of its obligations hereunder have been duly authorized and approved by all necessary corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser. Assuming that this Agreement constitutes valid and binding obligations of Seller, this Agreement constitutes valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with the Company. No other corporate proceedings on terms thereof, except to the part extent that such enforcement may be limited by Creditor’s Rights. (b) The execution, delivery and performance by Purchaser of the Company are necessary to authorize this Agreement or any other agreement contemplated hereunder or the Additional Agreements consummation by Purchaser of the transactions contemplated hereby or thereby does not or will not, after the giving of notice, or the lapse of time, or otherwise, (i) conflict with any of the provisions of the Organizational Documents of Purchaser, (ii) conflict with or result in a breach of, or constitute a default under any Contract to which it Purchaser is a party or by which Purchaser or any of its properties or assets are bound, or (iii) contravene any Applicable Law, except in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which would not reasonably be expected to prevent, materially delay or materially impair Purchaser’s ability to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)Agreement. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company Each Seller has all the requisite corporate power and authority to execute and execute, deliver and, subject to the RISCORP Shareholders Approval, perform its obliga tions under this Agreement and under each of the Additional Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approvalbe executed by it. The execution and delivery by the Company each Seller of this Agreement and the Additional Ancillary Agreements to which it is a party be executed by it, and the consummation performance by the Company each Seller of the transactions contemplated hereby its obligations hereunder and thereby thereunder, have been duly authorized by all necessary corporate action on the part of each Seller, subject to the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder RISCORP Shareholders Approval) or the Additional Agreements. This Agreement has been duly executed and delivered by each Seller and, subject to the due execution and delivery hereof by the Purchaser and the Additional Agreements to which the Company RISCORP Shareholder Approval, this Agreement is a party valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). As of the Closing Date, the Ancillary Agreement(s) to be executed and delivered by each Seller on such Closing Date will have been duly executed and delivered by the Company each such Seller and, assuming subject to the due authorization, execution and delivery of such agreements by the Purchaser, the Ancillary Agreement(s) to be executed by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company Seller is a party constitute a legal, valid and binding obligation of the Companyeach Seller, enforceable against the Company each Seller in accordance with their respective its terms, subject to except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization moratorium and other similar laws relating to or similar Laws affecting the creditors' rights of creditors generally and the availability by general equitable principles (regardless of equitable remedies (the “Enforceability Exceptions”whether such enforceability is considered in a proceeding in equity or at law). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements Transaction Documents to which it is a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject, in the case of the Merger, subject to the receipt of the Company Stockholder Approval and the Company Disinterested Stockholder Approval. The execution Assuming the accuracy of the representations in Section 4.15, the execution, delivery and delivery by performance of the Transaction Documents to which the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. No , and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case execution and delivery of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements Transaction Documents to which the Company is a party have or the consummation of the transactions contemplated hereby and thereby, other than, with respect to the Merger, the Company Stockholder Approval and the Company Disinterested Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent, Merger Sub and Merger LLC, constitutes the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium, reorganization or moratorium and similar Laws now or hereafter affecting the creditors’ rights of creditors generally and the availability subject, as to enforceability, to general principles of equitable remedies equity (the “Enforceability Exceptions”regardless of whether enforcement is sought in a proceeding at equity or law). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the The Company Board of Directors of the Company, the Board of Directors of the Company has unanimously (i) approved determined that the execution, delivery Transaction Documents and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on are advisable and fair to, and in the terms best interests of, the Company and subject to the conditions set forth herein and therein; Company Disinterested Stockholders, (ii) determined that this Agreement, approved (including for purposes of Section 203 of the Additional Agreements to which it is a party, DGCL) and declared advisable the Transaction Documents and the transactions contemplated hereby and thereby, upon including the terms and subject to the conditions set forth hereinMerger, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Voting Stockholders (including the Company Disinterested Stockholders) for consideration adoption and recommended (iv) resolved to recommend that all the Company Voting Stockholders (including the Company Disinterested Stockholders) approve the adoption of this Agreement (such recommendation, the “Company Board Recommendation”). As of the Company Stockholders adopt date of this Agreement. The , the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (c) Assuming the accuracy of the representations in Section 4.15, the only votes of the holders of any class or series of Company Capital Stock necessary to adopt the Transaction Documents and to consummate the transactions contemplated hereby and thereby are the adoption of this Agreement by: (i) the affirmative vote or written consent of Persons holding holders of a majority of the aggregate voting power of the outstanding shares of Company Series A Common Stock, Company Series B Common Stock and Company Preferred Stock entitled to vote thereon to adopt this Agreement thereon, voting together as a single class in accordance with the Company Charter (the “Company Stockholder Approval”), and (ii) is the only affirmative vote of holders of a majority of the aggregate voting power of the outstanding shares of Company Series A Common Stock, Company Series B Common Stock and Company Preferred Stock entitled to vote thereon (other than any outstanding shares of Company Capital Stock beneficially owned, directly or consent indirectly, by (A) Parent and its Subsidiaries, (B) the ▇▇▇▇▇▇ Group, the ▇▇▇▇▇▇ Group and their respective Affiliates, (C) A/N and its Affiliates, (D) the members of the Parent Board and the Parent Section 16 Officers, (E) the members of the Company Board and the Company Section 16 Officers or (F) the immediate family members (as defined in Item 404 of Regulation S-K) of any of the foregoing), voting together as a single class (the “Company Disinterested Stockholder Approval” and the holders of Company Common Capital Stock or any other class or series of capital stock of entitled to vote on the Company that is necessary to adopt this Agreement and approve Disinterested Stockholder Approval, the Merger and the consummation of the other transactions contemplated hereby“Company Disinterested Stockholders”).

Authorization. (a) The Company Seller has all the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and the Additional Agreements other documents contemplated hereby to which it Seller is a party and to consummate party, including the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder ApprovalNotes. The execution execution, delivery and delivery performance by the Company Seller of this Agreement and the Additional Agreements other agreements contemplated hereby to which it Seller is a party and party, including the consummation by the Company of the transactions contemplated hereby and thereby Notes, have been duly authorized and approved by all necessary corporate requisite action on the part and do not require any further authorization or consent of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional AgreementsSeller. This Agreement and the Additional Agreements to which the Company is a party have each such agreement has been duly authorized, executed and delivered by the Company Seller and, assuming the due authorization, execution and delivery by each of the any other parties hereto and party thereto, this Agreement and is the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation agreement of the Company, Seller enforceable against the Company in accordance with their respective terms, its terms subject to bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization moratorium or similar Laws laws relating to or affecting the creditors' rights of creditors generally and the availability to general principles of equitable remedies equity (the “Enforceability Exceptions”regardless of whether enforcement is considered in a proceeding in equity or at law). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote None of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and or performance by the Company of this Agreement, Agreement or the Additional Agreements other agreements contemplated hereby to which it Seller is a party and party, including the Notes, nor consummation of the transactions contemplated hereby and or thereby, including will (i) violate the Merger, on the terms and subject to the conditions set forth herein and thereinorganizational documents of Seller; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and violate any law affecting Seller or its assets or business in the best interests of the Company and the Company Stockholdersany material respect; (iii) directed that the adoption require any consent or other action by any person under, constitute a default under, or give rise to any right of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote termination, cancellation or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent acceleration of any right or obligation of the holders Seller or to a loss of Company Common Stock any benefit to which Seller is entitled under any provision of any material contract binding upon Seller; or (iv) require any material consent, approval, authorization or other action by, or any other class material filing with or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebynotification to, any governmental authority under any applicable law.

Authorization. (a) The Company has Seller and its Affiliates have all requisite corporate corporate, limited liability company or other entity power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it Seller or any of its Affiliates is a party party, as applicable, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Ancillary Agreements to which it is a party and the consummation by the Company Seller or any of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it its Affiliates is a party and the consummation of the transactions contemplated hereby and thereby by Seller or any Affiliate of Seller, as applicable, have been duly authorized by all requisite corporate, limited liability company or other entity power action of Seller or such Affiliate of Seller, as applicable. This Agreement has been (and the execution and delivery of each of the Ancillary Agreements to which Seller or any Affiliate of Seller will be a party will be) duly executed and delivered by Seller (and, in the case of the Ancillary Agreements, by Seller or the applicable Affiliate of Seller) and constitutes (and each such Ancillary Agreement when so executed and delivered by Seller or the applicable Affiliate of Seller will constitute) a valid, legal and binding agreement of Seller (and in the case of the Ancillary Agreements, Seller or Affiliates of Seller party thereto) (assuming that this Agreement has been, and the Ancillary Agreements to which Seller or any Affiliate of Seller is a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against Seller (and in the case of the Ancillary Agreements, Seller or Affiliates of Seller party thereto) in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) Assuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 3.2(b), no notices to, filings with or authorizations, registrations, declarations, consents or approvals of any Governmental Authority are necessary for the execution, delivery or performance by Seller or any Affiliate of Seller of this Agreement or the Ancillary Agreements to which Seller or any Affiliate of Seller is a party or the consummation by Seller or its Affiliates of the transactions contemplated hereby or thereby, including the Mergerpre-Closing amalgamation of ▇▇▇▇▇▇▇▇▇ Building Systems Limited and Gienow Canada Inc. and transfer of the Canada Transferred Assets and assignment of the Canada Assumed Liabilities, on except for (i) compliance with and filings under the terms HSR Act and subject to the conditions set forth herein and therein; any other applicable Competition Laws, (ii) determined that this Agreement, those the Additional Agreements failure of which to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject obtain or make would not reasonably be expected to be materially adverse to the conditions set forth herein, are advisable and in the best interests ongoing conduct of the Company Business, taken as a whole and the Company Stockholders; (iii) directed those that the adoption may be required solely as a result of this Agreement be submitted facts specific to the Company Stockholders for consideration Buyer and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyits Affiliates.

Authorization. (a) The Company Seller has all requisite corporate full power and authority to execute execute, deliver and deliver perform this Agreement and each of the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution execution, delivery and delivery by the Company performance of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby Seller have been duly and validly authorized and approved by all necessary corporate action on the part Seller’s board of the Companydirectors. No other corporate proceedings on the part of the Company Seller are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate consummation of the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or and the Additional Agreements. This Agreement has been, and the Additional Agreements to which the Company is a party have been Agreements, upon execution and delivery by Seller, will be duly authorized, executed and delivered by the Company andSeller and constitute, assuming the due authorization, or upon execution and delivery by each of will constitute, as the other parties hereto and theretocase may be, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with their respective terms, except (i) as such enforcement may be subject to bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other similar laws now or hereafter in effect relating to creditors’ rights, reorganization or similar Laws affecting and (ii) as the rights remedy of creditors generally specific performance and the availability injunctive and other forms of equitable remedies (relief may be subject to equitable defenses and to the “Enforceability Exceptions”)discretion of the court before which any proceeding therefor may be brought. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the CompanyExcept as set forth on Schedule 4.2, the Board of Directors of the Company has (i) approved neither the execution, delivery and performance by the Company of this Agreement, Agreement or any of the Additional Agreements to which it is a party and nor the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and therebyprovisions hereof or thereof will: (i) violate, including conflict with or result in the Mergerbreach of any provision of the articles and memorandum of association of Seller, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreementviolate or conflict with any Requirement of Laws or Governmental Order applicable to Seller, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all violate, conflict with, result in a breach of the Company Stockholders adopt this Agreement. The affirmative vote terms, conditions or written consent provisions of, or constitute a default, an event of Persons holding default or an event creating rights of acceleration, termination or cancellation or a majority loss of rights under any agreement listed (or required to be listed) on Schedule 4.9, or result in the voting power creation or imposition of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any Encumbrance upon any of the holders Purchased Assets, or (iv) require the approval, consent, authorization or act of, or the making by Seller of Company Common Stock any declaration, filing or registration with, any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyPerson.

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Ancillary Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Ancillary Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Ancillary Agreements. This Agreement and the Additional Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Ancillary Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Ancillary Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and fair to and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this AgreementAgreement (the “Company Board Recommendation”). The affirmative vote or written consent of Persons holding a majority more than fifty percent (50%) (on an as-converted basis) of the voting power of the shares of Company Common Stock entitled to vote Stockholders who deliver written consents or are present in person or by proxy at such meeting and voting thereon to adopt are required to, and shall be sufficient to, approve this Agreement and the transactions (including, for the avoidance of doubt, the Company’s de-listing from Euronext) contemplated hereby (the “Company Stockholder Approval”) ). The Company Stockholder Approval is the only vote or consent of any of the holders of Company Common Capital Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company has Sellers have all requisite corporate corporate, limited liability company or other entity power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it is Sellers are a party party, as applicable, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and execution, delivery by the Company or performance of this Agreement and the Additional Ancillary Agreements to which it is Sellers are a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party Sellers and the consummation of the transactions contemplated hereby and therebythereby by Sellers have been duly authorized by all requisite corporate, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests limited liability company or other entity power action of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this AgreementSellers. The affirmative No vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any approval of the holders of Company Common Stock or any other class or series of capital stock of the Company that Sellers is necessary to adopt for the execution, delivery or performance by Sellers of this Agreement and approve or the Merger Ancillary Agreements to which Sellers are a party or the consummation by Sellers of the transactions contemplated hereby or thereby. This Agreement has been (and the consummation execution, delivery or performance of each of the Ancillary Agreements to which Sellers will be a party will be) duly and validly executed and delivered by Sellers and constitutes (and each such Ancillary Agreement when so executed and delivered by Sellers will constitute) a valid, legal and binding agreement of Sellers (assuming that this Agreement has been, and the Ancillary Agreements to which Sellers are a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against Sellers in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally. (b) Assuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 3.2(b), no notices to, filings with or authorizations, registrations, declarations, consents or approvals of any Governmental Authority are necessary for the execution, delivery or performance by Sellers or any of their Controlled Affiliates of this Agreement or the Ancillary Agreements to which Sellers or any of their Controlled Affiliates are a party or the consummation by Sellers or their Controlled Affiliates of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act and (ii) those the failure of which to obtain or make would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole, or that would reasonably be expected to prevent or materially delay or materially impair the consummation by Sellers of the transactions contemplated hereby.

Authorization. (a) The Company has Parent and Merger Sub have all requisite corporate power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it is a party be executed and delivered by Parent and Merger Sub pursuant hereto, to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject thereby and to receipt of the Company Stockholder Approvalperform their obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and Agreement, the Additional Ancillary Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on Parent's Board of Directors. Except for the part filing of the Company. No Certificate of Merger with the Delaware Secretary of State, no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or and the Additional Ancillary Agreements to which it is a party or they are to consummate be parties and the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreementshereby and thereby. This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company andeach of Parent and Merger Sub and is, assuming the due authorization, and upon execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Ancillary Agreements to which the Company is a party constitute a Parent and/or Merger Sub are or will be parties, each of such Ancillary Agreements will be, legal, valid and binding obligation obligations of the Company, Parent and/or Merger Sub enforceable against the Company Parent and/or Merger Sub in accordance with their respective terms, subject to in each case, except as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other similar Laws laws affecting the creditors' rights of creditors generally and (b) the availability general principles of equitable remedies (the “Enforceability Exceptions”)equity, regardless of whether asserted in a proceeding in equity or at law. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the The Board of Directors of Merger Sub, by written consent duly adopted prior to the Companydate hereof, has resolved (x) that this Agreement and the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Ancillary Agreements to which it is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby are fair to and in the best interests of Merger Sub and the stockholder of Merger Sub, (y) approved and declared advisable this Agreement, the Ancillary Agreements and the Merger and the other transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreementherein, in accordance with the Additional Agreements to which it is a partyrequirements of the DGCL, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iiiz) directed that the adoption of submitted this Agreement be submitted to for adoption by Parent, as the Company Stockholders for consideration sole stockholder of Merger Sub. Parent, as the sole stockholder of Merger Sub, has duly approved and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt adopted this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyMerger.

Authorization. (a) The Company Corporation has all the requisite corporate power and authority to execute execute, deliver and deliver this Agreement and perform its obligations under the Additional Agreements to which it is a party Transaction Documents and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby, in the case performance of the Merger, subject to receipt Transaction Documents by the Corporation and the consummation by the Corporation of the Company Stockholder ApprovalTransactions, including the issuance of the Series C Preferred and the reservation for issuance and the issuance of the Conversion Stock issuable upon conversion of the Series C Preferred, have been duly authorized by the Board and, other than as described at the beginning of this Section 6.4, no further corporate action on the part of the Corporation is required in connection therewith. Except as disclosed on the Authorization and Consent Schedule or as otherwise specified in this Section 6.4, no filing, consent or authorization is required by the Corporation, the Board or its shareholders with respect to the transactions contemplated hereby. The Transaction Documents have been duly executed and delivered by the Corporation and constitute, and, upon execution and delivery thereof by the Company Corporation as contemplated herein, will constitute, legal, valid and binding obligations of this Agreement the Corporation, enforceable against the Corporation in accordance with their respective terms, except as such enforceability may be limited by general principles of equity, applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or as indemnification or contribution may be limited by the Additional Agreements securities laws and public policy relating thereto. (b) The execution, delivery and performance of each Transaction Document to which it the Corporation and/or any Subsidiary is a party and the consummation by the Company of all of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Corporation and/or such Subsidiary, as the Companycase may be, and, to the extent required under their respective applicable Governing Documents or otherwise, its shareholders, directors, partners, managers and/or members. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements Each Transaction Document to which it the Corporation and/or any Subsidiary is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company and, assuming the due authorization, execution Corporation and/or such Subsidiary and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, constitutes valid and binding obligation obligations of the CompanyCorporation and/or such Subsidiary, as the case may be, enforceable against the Company in accordance with their its respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company Each Amber Entity has all the requisite corporate corporate, limited liability company or other similar power and authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder and to consummate the transaction contemplated hereby. Each Amber Entity and each of its applicable Affiliates has the requisite corporate, limited liability company or other similar power and authority to execute and deliver each Additional Agreement to which it is or will be a party, to perform its covenants, agreements and obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each Amber Entity of this Agreement, the execution and delivery by each Amber Entity and each of their respective Affiliates of the Additional Agreements to which it is is, or will be, a party party, the performance by each Amber Entity and to consummate each of their respective Affiliates of its covenants, agreements and obligations under this Agreement or any Additional Agreements, as applicable, and the consummation by each Amber Entity and each of their respective Affiliates of the transactions contemplated hereby and or thereby, in as applicable, are within the case respective corporate, limited liability company, or other similar powers and authority of each Amber Entity or each such Affiliate thereof, as applicable, and have been duly authorized by all necessary corporate (or similar) action on the part of each Amber Entity and each of such Affiliate. This Agreement constitutes, and, upon their execution and delivery, each of the MergerAdditional Agreements to which an Amber Entity or any of its Affiliates, subject to receipt is, or will be, a party, will constitute, a valid and legally binding agreement of the Company Stockholder Approval. The execution and delivery by the Company of each Amber Entity or each Affiliate thereof, as applicable, enforceable against each such Amber Entity or Affiliate (assuming that this Agreement and the Additional Agreements to which it each Amber Entity or each Affiliate thereof is or is contemplated to be a party and the consummation by the Company of the transactions contemplated hereby and thereby have been are or will be upon execution thereof, as applicable, duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanauthorized, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company andnon-Affiliated Persons party thereto), assuming the due authorizationas applicable, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)Remedies Exception. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company Other than the SPAC Shareholders’ Approval, SPAC has all requisite corporate power and authority to (i) enter into, execute and deliver this Agreement and each of the Additional Agreements other Transaction Documents to which it is or will be a party, and (ii) consummate the transactions contemplated hereby and thereby (including the Transactions) and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which SPAC is a party and the consummation of the transactions contemplated hereby and thereby (including the Transactions) have been duly and validly authorized and approved by the SPAC Board and, other than the SPAC Shareholders’ Approval, no other company or corporate proceeding on the part of SPAC is necessary to authorize this Agreement and the other Transaction Documents to which SPAC is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been, in and at or prior to the case of Closing, the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements other Transaction Documents to which it SPAC is a party will be, duly and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly validly executed and delivered by SPAC, and this Agreement constitutes, and on or prior to the Company andClosing, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements Transaction Documents to which the Company SPAC is a party constitute will constitute, a legal, valid and binding obligation of the CompanySPAC, enforceable against the Company SPAC in accordance with their respective its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted Assuming that a quorum (and not thereafter modified or rescindedas determined pursuant to the SPAC Charter) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has is present: (i) approved The approval and authorization of the execution, delivery First Merger and performance the First Plan of Merger shall require approval by a special resolution passed by the Company affirmative vote of SPAC Shareholders holding at least two-thirds of the outstanding SPAC Shares which, being so entitled, are voted thereon in person or by proxy at a general meeting of SPAC of which notice specifying the intention to propose the resolution as a special resolution has been duly given, pursuant to the terms and subject to the conditions of the SPAC Charter and applicable Law; and (ii) The approval and authorization of this AgreementAgreement and the Transactions as a Business Combination and the adoption and approval of a proposal for the adjournment of the SPAC Shareholders’ Meeting in each case shall require approval by an ordinary resolution passed by the affirmative vote of SPAC Shareholders holding at least a majority of the outstanding SPAC Shares which, being so entitled, are voted thereon in person or by proxy at a general meeting of SPAC, pursuant to the Additional Agreements terms and subject to the conditions of the SPAC Charter and applicable Law. (c) The SPAC Shareholders’ Approval are the only votes of any SPAC Shares necessary in connection with execution of this Agreement and the other Transaction Documents to which it SPAC is a party by SPAC and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject . (d) On or prior to the conditions set forth herein and therein; (ii) determined that date of this Agreement, the Additional Agreements SPAC Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which it SPAC is a party, party contemplated hereby and the transactions contemplated hereby and thereby, upon thereby (including the terms and subject to the conditions set forth herein, Transactions) are advisable and fair to, and in the best interests of, SPAC and constitute a Business Combination, (ii) authorizing and approving the execution, delivery and performance by SPAC of the Company this Agreement and the Company Stockholders; other Transaction Documents to which SPAC is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Transactions) (iii) directed making the SPAC Board Recommendation, and (iv) directing that this Agreement, the adoption of this Agreement Transaction Documents and the Transactions be submitted to the Company Stockholders SPAC Shareholders for consideration adoption at an extraordinary general meeting called for such purpose pursuant to the terms and recommended that all conditions of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company Seller has all the requisite corporate limited partnership power and authority authority, and has taken all limited partnership action necessary to execute and deliver this Agreement and the Additional Agreements all other documents to which it is a party be executed and delivered by Seller as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution execution, delivery and delivery performance by the Company Seller of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company Seller of the transactions contemplated hereby and thereby and, to the extent applicable, the performance of its obligations hereunder have been duly authorized and approved by all necessary corporate limited partnership action on the part of Seller. This Agreement has been duly executed and delivered by Seller. Assuming that this Agreement constitutes valid and binding obligations of Purchaser, this Agreement constitutes valid and binding obligations of Seller, enforceable against Seller in accordance with the Company. No terms hereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other corporate proceedings on similar Applicable Laws affecting the part enforcement of the Company are necessary to authorize creditors’ rights generally and by general equitable principles, whether considered in a Proceeding in equity or at law (collectively, “Creditor’s Rights”). (b) The execution, delivery and performance by Seller of this Agreement or any other agreement contemplated hereunder or the Additional Agreements consummation by Seller of the transactions contemplated hereby or thereby does not or will not, after the giving of notice, or the lapse of time, or otherwise, (i) conflict with any of the provisions of the Organizational Documents of Seller, (ii) conflict with or result in a breach of, or constitute a default under any Contract to which it Seller is a party or by which Seller or any of its properties or assets are bound, (iii) contravene any Applicable Law, or (iv) violate any applicable right of first offer or right of first refusal to which Seller is a party, except in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which would not reasonably be expected to prevent, materially delay or materially impair Seller’s ability to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)Agreement. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company Each Warrantor has all requisite corporate power and authority to execute and deliver this Agreement Agreement, to carry out and the Additional Agreements perform its obligations under this Agreement, to which it is a party own, lease and operate its properties and to consummate the transactions contemplated hereby carry on its business as now conducted, and thereby, in the case of the Merger, subject as proposed to receipt of the Company Stockholder Approvalbe conducted. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary All corporate action on the part of each Group Company, and its officers, directors and shareholders necessary for the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by of this Agreement, the Restated Articles, the Registration Rights Agreement, the Shareholders’ Agreement, the performance of all obligations of each Warrantor hereunder and thereunder and the authorization, issuance and delivery of the other parties hereto Securities has been taken or will be taken prior to the Closing, and theretothis Agreement, this Agreement the Restated Articles and the Additional Related Agreements to which the Company is a party constitute a legal, valid and legally binding obligation obligations of the Companyeach Warrantor party hereto or thereto, enforceable against the Company such Warrantor in accordance with their respective terms, subject to except (i) as limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or similar Laws fraudulent conveyance, and other laws of general application affecting the rights of creditors generally and generally, as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies remedies, and (ii) to the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable securities laws. The Series B Shares, when issued in compliance with the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company provisions of this Agreement, will be duly authorized, validly issued and will be fully paid and non-assessable and will have the Additional Agreements to which it is a party rights, preferences and privileges described in the Restated Articles. The Ordinary Shares issuable upon conversion of the Series B Shares have been duly authorized, duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the consummation Restated Articles will be duly authorized, validly issued, fully paid and non-assessable. The Securities will be free of any liens, charges or encumbrances other than those created by or imposed upon the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a partyholders thereof through no action of any Warrantor, and the transactions contemplated hereby and therebySecurities will be free of restrictions on transfer, upon other than the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt restrictions on transfer under this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyRelated Agreements or under applicable securities laws.

Authorization. (a) The Company Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it Buyer is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Ancillary Agreements to which it Buyer is a party by Buyer and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary requisite corporate action on of Buyer. This Agreement has been (and the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Ancillary Agreements to which it Buyer is a party or to consummate the transactions contemplated will be) duly and validly executed and delivered by Buyer and constitutes (and each such Ancillary Agreement when so executed and delivered by Buyer will constitute) a valid, legal and binding agreement of Buyer (assuming this Agreement (other thanhas been, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Ancillary Agreements to which the Company Buyer is a party have been will be, duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company), enforceable against the Company Buyer in accordance with their respective its terms, subject except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization moratorium or similar other Laws affecting the enforcement of creditors’ rights of creditors generally and (ii) that the availability of equitable remedies (remedies, including specific performance, is subject to the “Enforceability Exceptions”)discretion of the court before which any proceeding thereof may be brought. (b) By resolutions duly adopted (Assuming the truth and not thereafter modified accuracy of Seller’s representations and warranties contained in Section 2.2(b), no material notices to, filings with or rescinded) by the requisite vote authorization, consent or approval of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved any Governmental Authority is necessary for the execution, delivery and or performance by the Company of this Agreement, Agreement by Buyer or the Additional Ancillary Agreements to which it Buyer is a party and or the consummation by Buyer of the transactions contemplated hereby hereby, except for compliance with and thereby, including filings under the Merger, on the terms HSR Act and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyapplicable Competition Law.

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement the Transaction Documents, to perform its obligations hereunder and the Additional Agreements to which it is a party thereunder and to consummate the transactions contemplated hereby and thereby. The execution, in the case delivery and performance of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) have been duly and validly authorized by all necessary corporate action on the part of the Company. No , and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement the execution and delivery of the Transaction Documents or the Additional Agreements to which it is a party or to consummate consummation of the transactions contemplated hereby and thereby (including the transactions contemplated by this the Voting Agreement (and the New Governance Agreement), other than, in the case of with respect to the Merger, the receipt adoption of this Agreement by the holders of at least a majority of the aggregate voting power of the outstanding shares of Company Common Stock, voting together as a single class (the “Company Stockholder Approval) or the Additional Agreements”). This Agreement and the Additional Agreements to which the Company is a party have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent, Merger Sub and Merger LLC, constitutes the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium, reorganization or moratorium and similar Laws now or hereafter affecting the creditors’ rights of creditors generally and the availability subject, as to enforceability, to general principles of equitable remedies equity (the “Enforceability Exceptions”regardless of whether enforcement is sought in a proceeding at equity or law). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company The Transaction Committee has unanimously (i) approved determined that the execution, delivery Transaction Documents and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby (including the Mergertransactions contemplated by the Voting Agreement and the New Governance Agreement) are advisable and fair to, on and in the terms best interests of, the Company and subject to the conditions set forth herein and therein; Company Stockholders, (ii) determined approved and declared advisable the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement), (iii) resolved to recommend that the Company Board approve and declare advisable the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) and submit this Agreement to the Company Stockholders for adoption and (iv) approved the Transaction Documents and the Voting Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and therebythereby (including the transactions contemplated by the New Governance Agreement), upon for purposes of Section 203 of the terms DGCL. (c) The Company Board, based on the unanimous recommendation of the Transaction Committee, has unanimously (i) determined that the Transaction Documents and subject to the conditions set forth herein, transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) are advisable and fair to, and in the best interests of of, the Company and the Company Stockholders; , (ii) approved and declared advisable the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement), (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended adoption, (iv) resolved to recommend that all of the Company Stockholders adopt approve the adoption of this Agreement and (v) approved the Transaction Documents and the Voting Agreement. The affirmative vote or written consent , and the transactions contemplated hereby and thereby (including the transactions contemplated by the New Governance Agreement), for purposes of Persons holding a majority Section 203 of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement DGCL. (the “d) The Company Stockholder Approval”) Approval is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is Capital Stock necessary to adopt this the Transaction Documents and to consummate the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and approve the Merger and New Governance Agreement) under applicable Law or under the consummation of the other transactions contemplated herebyCompany Charter or Company Bylaws.

Authorization. (a) The Company Each Seller has all requisite corporate organizational power and authority authority, and has taken all organizational actions necessary, (i) to execute and deliver this Agreement, each Ancillary Agreement and the Additional Agreements to which it is a party and each instrument required to be executed and delivered by such Seller pursuant hereto, (ii) to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject thereby and (iii) to receipt of the Company Stockholder Approvalperform its obligations hereunder and thereunder. The execution and delivery by the Company each Seller of this Agreement, each Ancillary Agreement and the Additional Agreements to which it is a party and each instrument required to be executed and delivered by such Seller pursuant hereto, and the consummation by the Company such Seller of the transactions contemplated hereby and thereby have been duly authorized and validly approved by all necessary corporate action on the part applicable governing body of the Companysuch Seller. No other corporate organizational proceedings on the part of the Company any Seller are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements each Ancillary Agreement to which it is a party and the consummation of each instrument required to be executed and delivered by such Seller pursuant hereto, and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each Seller and is, including and upon execution and delivery of the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Ancillary Agreements to which it is a party, each of such Ancillary Agreements will be, legal, valid and binding obligations of such Seller enforceable against it in accordance with their terms, in each case, except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and (b) the transactions contemplated hereby and therebygeneral principles of equity, upon the terms and subject to the conditions set forth herein, are advisable and regardless of whether asserted in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote a proceeding in equity or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyat law.

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebythereby subject, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has has: (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) adopted this Agreement; and (iv) directed that the adoption approval of this Agreement be submitted to the Company Stockholders for consideration and recommended the Agreement to the Stockholders and that all of the Company Stockholders adopt approve this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Capital Stock (with holders of shares of Company Preferred Stock voting on an as-converted to Company Common Stock basis) entitled to vote thereon to adopt approve this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Capital Stock or any other class or series of capital stock of the Company that is necessary in order for the Company to adopt this Agreement and approve consummate the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Member has the right, power and capacity to execute and deliver this Agreement and any other certificate, agreement, document or other instrument to be executed and delivered by the Member in connection with the transactions contemplated by this Agreement (collectively, the “Member Ancillary Documents”) and to perform the Member’s obligations under this Agreement and the Member Ancillary Documents and to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Member Ancillary Documents have been duly executed and delivered by the Member and constitute the valid and binding agreements of the Member, enforceable against the Member in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. (b) Each Company has all requisite corporate full power and authority to execute and deliver this Agreement and any other certificate, agreement, document or other instrument to be executed and delivered by it in connection with the Additional Agreements transactions contemplated by this Agreement (collectively, the “Company Ancillary Documents”) and to which it is a party perform its obligations under this Agreement and the Company Ancillary Documents and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party Company Ancillary Documents by each of the Companies and the performance by each of the Companies of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby provided for herein and thereby therein have been duly and validly authorized by all necessary corporate action manager, director, member and shareholder action, as applicable, on the part of the Company. No other corporate proceedings on the part each of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional AgreementsCompanies. This Agreement and the Additional Agreements to which each of the Company is a party Ancillary Documents have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto Companies and thereto, this Agreement and constitute the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation agreements of each of the CompanyCompanies, enforceable against each of the Company Companies in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and other similar Laws laws affecting the enforceability of creditors’ rights of creditors generally generally, general equitable principles and the availability discretion of courts in granting equitable remedies (the “Enforceability Exceptions”)remedies. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements Agreement, to which it is a party perform its obligations hereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approvalhereby. The execution execution, delivery and delivery by the Company performance of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby and thereby Merger have been duly and validly authorized by all necessary corporate action on the part of the Company. No Parent and Merger Sub, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or the Additional Agreements to which it is a party or to consummate consummation of the transactions contemplated by hereby, other than the approval of the adoption of this Agreement (other than, in by the case sole stockholder of the Merger, the receipt of the Company Stockholder Approval) or the Additional AgreementsMerger Sub. This Agreement and the Additional Agreements to which the Company is a party have has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by each of the other parties hereto and theretoCompany, this Agreement and constitutes the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium, reorganization or moratorium and similar Laws now or hereafter affecting the creditors’ rights of creditors generally and the availability subject, as to enforceability, to general principles of equitable remedies equity (the “Enforceability Exceptions”regardless of whether enforcement is sought in a proceeding at equity or law). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the The Board of Directors of the Company, the Board of Directors of the Company Parent has (i) approved the execution, delivery determined that this Agreement and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and therebyhereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and fair to, and in the best interests of the Company of, Parent and its stockholders and (ii) approved and declared advisable this Agreement and the Company Stockholders; Transactions. (c) The Board of Directors of Merger Sub 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, Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) directed recommended that the sole stockholder of Merger Sub approve the adoption of this Agreement and (iv) directed that this Agreement be submitted to the Company Stockholders sole stockholder of Merger Sub for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative adoption. (d) There is no vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is Parent necessary to adopt this Agreement and approve or to consummate the Merger and the consummation of the other transactions contemplated hereby, including the Merger, under applicable Law or under the Parent Charter or Parent Bylaws.

Authorization. (a) The Company Seller has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it Seller is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Ancillary Agreements to which it Seller is a party by Seller and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate requisite limited liability company action on of Seller. This Agreement has been (and the part execution and delivery of each of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Ancillary Agreements to which it is Seller will be a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approvalwill be) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company andSeller and constitutes (and each such Ancillary Agreement when so executed and delivered by Seller will constitute) a valid, legal and binding agreement of Seller (assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, that this Agreement has been, and the Additional Ancillary Agreements to which the Company Seller is a party constitute a legalwill be, valid duly and binding obligation of validly authorized, executed and delivered by the Companyother Persons party thereto), enforceable against the Company Seller in accordance with their respective terms, subject except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization moratorium or similar other Laws affecting the enforcement of creditors’ rights of creditors generally and (ii) that the availability of equitable remedies (remedies, including specific performance, is subject to the “Enforceability Exceptions”)discretion of the court before which any proceeding thereof may be brought. (b) By resolutions duly adopted (Assuming the truth and not thereafter modified or rescinded) by the requisite vote accuracy of the Board representations and warranties of Directors Buyer set forth in Section 3.2(b), no notices to, filings with or authorizations, consents or approvals of the Company, the Board of Directors of the Company has (i) approved any Governmental Authority are necessary for the execution, delivery and or performance by Seller of this Agreement or the Ancillary Agreements to which Seller is a party or the consummation by Seller of the transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act and any other applicable Competition Laws, (ii) those the failure of which to obtain or make would not reasonably be expected to have a Company Material Adverse Effect and (iii) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. (c) The board of directors of Seller has consented to the Seller’s entry into this Agreement in accordance with the terms of Seller’s Organizational Documents, and, prior to the execution and delivery of this Agreement, the Additional Agreements a true and correct copy of such resolutions have been provided to which it is a party Buyer and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject such resolutions will not be modified or amended in any manner prior to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyClosing Date.

Authorization. (a) The Company Abbott has all requisite corporate power and authority to enter into, execute and deliver this Agreement Agreement, to perform its obligations hereunder and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement (other thanby Abbott, in the case performance by Abbott of its obligations hereunder and the consummation by Abbott of the Merger, transactions contemplated hereby have been duly authorized by all requisite corporate action on the receipt part of the Company Stockholder Approval) or the Additional AgreementsAbbott. This Agreement and the Additional Agreements to which the Company is a party have has been duly and validly executed and delivered by the Company Abbott, and, assuming the due authorization, execution and delivery by the Mylan Parties, is a legal, valid and binding obligation of Abbott, enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in an Action at Law or in equity). (b) Abbott and each Affiliate of Abbott that shall be a party to any Ancillary Agreement shall have the requisite corporate or similar power to enter into, execute and deliver such Ancillary Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Abbott and each Affiliate of Abbott that shall be a party to any Ancillary Agreement of such Ancillary Agreement, the performance by Abbott and such Affiliate of their obligations under such Ancillary Agreement and the consummation by Abbott and such Affiliate of the transactions contemplated by such Ancillary Agreement shall have been duly authorized by all requisite corporate or similar action on the part of Abbott and such Affiliate by the time such Ancillary Agreement is executed and delivered. No later than the Closing, each Ancillary Agreement to be executed and delivered at the Closing to which Abbott or any Affiliate of Abbott shall be a party shall be duly and validly executed and delivered by such Person and, assuming the due execution and delivery thereof by the other parties hereto and thereto, this Agreement and at the Additional Agreements to which the Company is a party Closing shall constitute a legal, valid and binding obligation of the Companysuch Person, enforceable against the Company such Person in accordance with their respective its terms, subject to the effect of bankruptcy, insolvency, fraudulent transferreorganization, moratoriumliquidation, reorganization dissolution, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the availability effect of equitable remedies the application of general principles of equity (the “Enforceability Exceptions”regardless of whether considered in Action at Law or in equity). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company Seller has all requisite corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated hereby to be executed by the Additional Agreements to which it is a party Seller in connection with the consummation of the transactions contemplated hereby and such ancillary documents, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution execution, delivery and delivery by the Company performance of this Agreement and such ancillary documents by the Additional Agreements to which it is a party Seller and the consummation by the Company Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and declared advisable by at least a majority of the members of the Board of Directors based upon the recommendation of the Special Committee and, upon receipt of the approval of the holders of at least a majority of the outstanding shares of the Seller's common stock of this Agreement and the Bexil Sale contemplated hereby, each voting as provided under the MGCL and in the charter and by-laws of the Seller (such receipt of approval being the "Required Vote"), the execution, delivery and performance of this Agreement and such ancillary documents by the Seller and the consummation by the Seller of the transactions contemplated hereby and thereby shall have been duly and validly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on Seller and the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional AgreementsSeller's stockholders. This Agreement has been, and the Additional Agreements to which the Company is a party have been such ancillary documents shall be, duly executed and delivered by the Company and, assuming Seller and constitutes or will constitute the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with their respective its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or moratorium and other similar Laws affecting the and equitable principles relating to or limiting creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)generally. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company Related JLW Owner, if any, has all requisite corporate power full power, capacity and authority to execute execute, deliver and deliver perform this Agreement and the Additional other Operative Agreements to which it such Related JLW Owner is a party and to consummate carry out the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate No other action on the part of the Company. No other corporate proceedings on the part of the Company are Related JLW Owner is necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement execute and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by deliver each of the other parties hereto and thereto, this Agreement and the Additional other Operative Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it such Related JLW Owner is a party and the consummation of the transactions contemplated hereby and thereby. Each of this Agreement and the other Operative Agreements to which the Related JLW Owner is a party has been duly and validly executed and delivered by such Related JLW Owner and constitutes a valid and binding agreement of such Related JLW Owner, including the Mergerenforceable against such Related JLW Owner in accordance with its terms, on the terms except as enforcement may be limited by bankruptcy, insolvency, reorganization and subject to the conditions set forth herein other similar Laws affecting creditors generally and therein; by general principles of equity, regardless of whether in a proceeding in equity or at law. (b) The Shareholder (i) if a corporation (a "Corporate Shareholder"), has all requisite corporate power and authority, (ii) determined that if a natural person, has full power, capacity and authority and (iii) if a trustee (a "Trustee Shareholder") under a trust (the "Trust"), is the lawful and duly appointed trustee of the Trust, and has full power, authority and legal right under the trust agreement, will or other instrument pursuant to which such Trustee Shareholder acts as trustee (the "Trust Agreement"), to execute, deliver and perform each of this Agreement, Agreement and the Additional other Operative Agreements to which it the Shareholder (or, in the case of a Trustee Shareholder, the Trust) is a party, party and to carry out the transactions contemplated hereby and thereby. If the Shareholder is a Corporate Shareholder, upon such Shareholder is duly organized or incorporated and validly existing (and, if applicable) in good standing under the terms laws of its jurisdiction of incorporation or formation and subject has all requisite corporate or similar power and authority to carry on its business as it is now being conducted and to own the conditions set forth hereinproperties and assets it now owns. If the Shareholder is a Trustee Shareholder, there are advisable no trustees of such Trust other than the Trustee Shareholder who has entered into this Agreement on behalf of such Trust, and such Trustee Shareholder has caused to be delivered to Parent a true, correct and complete copy of the Trust Agreement or other evidence satisfactory to Parent of such Trustee Shareholder's power, authority and legal right referred to above. No other action on the part of the Shareholder (or, in the best interests case of a Corporate Shareholder or Trustee Shareholder, the Company shareholders of such Shareholder or beneficiaries of such Trust, as the case may be) is necessary to authorize and approve the Company Stockholders; execution and delivery by the Shareholder (iiiin the case of a Trustee Shareholder, the Trust) directed that the adoption of each of this Agreement be submitted and the other Operative Agreements to which the Company Stockholders for consideration and recommended that all Shareholder (in the case of a Trustee Shareholder, the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”Trust) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger a party and the consummation of the other transactions contemplated herebyhereby and thereby. Each of this Agreement and the other Operative Agreements to which the Shareholder (in the case of a Trustee Shareholder, the Trust) is a party has been duly and validly executed and delivered by the Shareholder and constitutes a valid and binding agreement of the Shareholder (in the case of a Trustee Shareholder, the Trust), enforceable against the Shareholder (in the case of a Trustee Shareholder, the Trust) in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar Laws affecting creditors generally and by general principles of equity (with respect to a Trustee Shareholder, other than principles of fiduciary duty), regardless of whether in a proceeding in equity or at law.

Authorization. (a) The Company Such Exchanging Member has all requisite corporate full power and authority to execute and deliver enter into this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in by this Agreement. That the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party by such Exchanging Member and the consummation by the Company such Exchanging Member of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of such Exchanging Member and, subject to the Company. No other corporate proceedings on receipt of such consents, the part filing of such notices and the Company satisfaction of such conditions as are necessary to authorize this Agreement or set forth in the Additional Agreements collateral management agreements to which it KDA is a party, do not or will not constitute or result in a breach or default under, or conflict with or violate, any agreement or other undertaking to which such Exchanging Member or, to the knowledge of such Exchanging Member, KDA, is a party or by which such Exchanging Member or, to consummate the transactions contemplated by this Agreement (other thanknowledge of such Exchanging Member, in KDA is bound or any judgment, decree, statute, order, rule or regulation applicable to such Exchanging Member or such Exchanging Member’s assets or, to the case knowledge of such Exchanging Member, KDA or KDA’s assets, and, if such Exchanging Member is not an individual, do not or will not violate any provisions of the Merger, the receipt organizational or other formation or governing documents of such Exchanging Member and do not or will not violate any provisions of the Company Stockholder Approval) organizational or the Additional Agreementsother formation or governing documents of KDA. This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company and, assuming the due authorization, execution such Exchanging Member and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is constitutes a party constitute a legal, valid and legally binding obligation of the Company, such Exchanging Member enforceable against the Company such Exchanging Member in accordance with their and subject to its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization moratorium or other similar Laws affecting the laws relating to creditors’ rights and general principles of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of equity. The signatures on this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a partyAgreement are genuine, and the transactions contemplated hereby signatory, if such Exchanging Member is an individual, has legal competence and therebycapacity to execute the same, upon or, if such Exchanging Member is not an individual, the terms and subject signatory has been duly authorized to execute the conditions set forth herein, are advisable and in the best interests same on behalf of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebysuch Exchanging Member.

Authorization. (a) The Company Each of Seller, FGWLA, CLAC and, if applicable, their Affiliates has all the requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement, each of the Ancillary Agreements to be executed by it and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement and or the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder ApprovalAncillary Agreements. The execution and delivery by the Company Seller, FGWLA, CLAC and, if applicable, their Affiliates of this Agreement Agreement, the Ancillary Agreements and the Additional other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements to which it is a party by Seller, FGWLA, CLAC and, if applicable, their Affiliates, and the consummation performance by the Company Seller, FGWLA, CLAC and, if applicable, their Affiliates of the transactions contemplated hereby their respective obligations hereunder and thereby thereunder, have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanSeller, in the case of the MergerFGWLA, the receipt of the Company Stockholder Approval) or the Additional AgreementsCLAC and, if applicable, their Affiliates. This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company Seller, FGWLA and CLAC and, assuming subject to the due authorization, execution and delivery hereof by each of the other parties hereto and theretoPurchaser, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the CompanySeller, FGWLA and CLAC, respectively, enforceable against the Company Seller, FGWLA and CLAC, as appropriate, in accordance with their respective its terms, subject to except as enforceability may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium and other similar laws relating to or similar Laws affecting the creditors’ rights of creditors generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Ancillary Agreement and each other agreement, document and instrument to be executed and delivered in connection with this Agreement or the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions Ancillary Agreements, when executed and delivered by Seller, FGWLA, CLAC and, if applicable, their Affiliates, will be duly adopted (executed and not thereafter modified or rescinded) delivered by the requisite vote of the Board of Directors of the CompanySeller, the Board of Directors of the Company has (i) approved the executionFGWLA, delivery CLAC and performance by the Company of this Agreementtheir Affiliates, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and therebyas applicable, including the Mergerand, on the terms and subject to the conditions set forth herein due execution and therein; (ii) determined that this Agreementdelivery of such agreements, documents and instruments by the Additional Agreements other parties thereto, each Ancillary Agreement and each other agreement, document and instrument to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and be delivered in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of connection with this Agreement or the Ancillary Agreements executed by Seller, FGWLA, CLAC or their Affiliates will be submitted a valid and binding obligation of Seller, FGWLA, CLAC or their Affiliates, as applicable, enforceable against Seller, FGWLA, CLAC or their Affiliates, as appropriate, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the Company Stockholders for consideration or affecting creditors’ rights generally and recommended that all by general equitable principles (regardless of the Company Stockholders adopt this Agreement. The affirmative vote whether such enforceability is considered in a proceeding in equity or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyat law).

Authorization. (a) The Company Purchaser has all the requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement, each of the Ancillary Agreements to be executed by it and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement and or the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder ApprovalAncillary Agreements. The execution and delivery by the Company Purchaser of this Agreement Agreement, the Ancillary Agreements to be executed by it and the Additional Agreements other agreements, documents and instruments to which it is a party be executed and delivered in connection with this Agreement or the Ancillary Agreements, and the consummation performance by the Company Purchaser of the transactions contemplated hereby its obligations hereunder and thereby thereunder, have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional AgreementsPurchaser. This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company Purchaser and, assuming subject to the due authorization, execution and delivery hereof by each of the other parties hereto Seller, FGWLA and theretoCLAC, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, Purchaser enforceable against the Company Purchaser in accordance with their respective its terms, subject to except as enforceability may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium and other similar laws relating to or similar Laws affecting the creditors’ rights of creditors generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Ancillary Agreement and each other agreement, document and instrument to be executed and delivered in connection with this Agreement or the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions Ancillary Agreements, when executed and delivered by Purchaser will be duly adopted (executed and not thereafter modified or rescinded) delivered by the requisite vote of the Board of Directors of the CompanyPurchaser and, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein due execution and therein; (ii) determined that this Agreementdelivery of such agreements, documents and instruments by the Additional Agreements other parties thereto, each Ancillary Agreement and each other agreement, document and instrument to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and be delivered in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of connection with this Agreement or the Ancillary Agreements executed by Purchaser will be submitted a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the Company Stockholders for consideration or affecting creditors’ rights generally and recommended that all by general equitable principles (regardless of the Company Stockholders adopt this Agreement. The affirmative vote whether such enforceability is considered in a proceeding in equity or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyat law).

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by Borrower of the Company Loan Documents, Borrower's performance of this Agreement its obligations thereunder and the Additional Agreements to which it is a party and the consummation by the Company creation of the transactions contemplated hereby security interests and thereby Liens provided for in the Loan Documents (i) have been duly authorized by all necessary corporate requisite Entity action on the part of Borrower, (ii) will not violate any provision of any applicable Legal Requirements, any order, writ, decree, injunction or demand of any court or other Governmental Authority, any organizational document (after giving effect to certain amendments to the Company. No certificates of incorporation of Borrower, copies of which have been delivered to Lender) of Borrower or any indenture or agreement or other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements instrument to which it Borrower is a party or to consummate the transactions contemplated by this Agreement which Borrower is bound, (other thaniii) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the case creation or imposition of any Lien of any nature whatsoever upon any of the Mergerproperty or assets of Borrower pursuant to, any indenture or agreement or instrument (after giving effect to the receipt of the Company Stockholder ApprovalSenior Lender Consent), and (iv) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by Borrower. Except for those obtained or filed on or prior to the Company andClosing Date, assuming the due authorizationBorrower is not required to obtain any consent, execution and delivery by each of the approval or authorization from, or to file any declaration or statement with, any Governmental Authority or other parties hereto and thereto, this Agreement and the Additional Agreements agency in connection with or as a condition to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and or performance by of the Company of this Agreement, the Additional Agreements Loan Documents. The Loan Documents to which it Borrower is a party have been duly authorized, executed and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebydelivered by Borrower.

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by Seller of this Agreement and the Company other agreements to be entered into by it pursuant to the terms of this Agreement, the Additional Agreements to which it is a party and the consummation by Seller of the transactions contemplated hereby and thereby, including are within Seller’s corporate powers, are not in contravention of the Mergerterms of Seller’s Constituent Documents, and have been duly authorized and approved by Seller’s board of directors and, if required by Law or Seller’s Constituent Documents, by the stockholders of Seller. No other corporate or limited liability company, as the case may be, proceedings on the terms part of Seller or any Acquired Entity are necessary to authorize the execution, delivery and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption performance by Seller or any Acquired Entity of this Agreement or the other agreements to be submitted entered into by Seller or any Acquired Entity pursuant to the Company Stockholders for consideration terms of this Agreement. (b) This Agreement has been duly and recommended that all validly executed and delivered by Seller, and, as of the Company Stockholders adopt this Agreement. The affirmative vote Closing, the other agreements to be entered into by Seller or written consent any Acquired Entity pursuant to the terms of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement will have been duly and validly executed and delivered by Seller or such Acquired Entity, as the case may be. This Agreement constitutes, and upon their execution and delivery, such other agreements will constitute, the legal, valid and binding obligations of Seller and any Acquired Entity party thereto, enforceable against Seller and any Acquired Entity party thereto in accordance with their respective terms (assuming the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or valid authorization, execution and delivery hereof and thereof by Purchaser and any other class or series of capital stock of the Company unaffiliated entity that is necessary a party thereto), subject, in each case, to adopt this Agreement bankruptcy, insolvency, reorganization, moratorium and approve the Merger similar Laws of general application relating to or affecting creditors’ rights and the consummation to general principles of the other transactions contemplated herebycommercial reasonableness, good faith and fair dealing.

Authorization. (a) The Company has all requisite corporate power and authority to (i) execute and deliver this Agreement and the Additional Agreements each Equity Financing Document to which it is a party party, (ii) duly adopt the Articles and (iii) execute and deliver any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of each such Equity Financing Document and the Articles and all related transactions and to consummate perform its obligations under each such Equity Financing Document and the transactions contemplated hereby Articles. The Articles and thereby, in the case of the Merger, subject each Equity Financing Document to receipt of which the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary action (corporate action or otherwise) on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements each Equity Financing Document to which the Company is a party have been duly executed and delivered by the Company and, assuming (or in the due authorization, execution and delivery by each case of the other parties hereto Articles, as of the Closing Date shall have been duly adopted), and theretoeach constitutes (or in the case of the Articles, this Agreement and as of the Additional Agreements to which Closing Date shall constitute) the Company is a party constitute a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective termsits terms and conditions, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvencyreorganization, fraudulent transfer, moratorium, reorganization insolvency or similar other Laws affecting the creditors’ rights generally or by general principles of creditors generally equity. All corporate and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (other proceedings to be taken and not thereafter modified all waivers, consents and permits necessary or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and appropriate for the consummation of the transactions contemplated hereby and therebyby the Equity Financing Documents have been, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests case of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement the Articles, as of the Closing Date shall have been, taken or obtained. (b) The authorization, issuance, sale and delivery of the Preferred Shares, the issuance of the Warrants and the Arrangement Fee Warrants and the reservation of the Reserved Shares has been authorized by all requisite action of both the Company’s Board and shareholders. As of the Closing, the Preferred Shares and, upon their issuance, the Reserved Shares and the Warrants will be submitted duly authorized, validly issued and outstanding, fully paid and nonassessable, with no personal liability attaching to the Company Stockholders for consideration ownership thereof, free and recommended that all clear of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of any Liens whatsoever and with no restrictions on the voting power rights thereof and other incidents of record and beneficial ownership pertaining thereto, in each case other than pursuant to the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyEquity Financing Documents.

Authorization. (a) The Company Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it B▇▇▇▇ is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution execution, delivery and delivery by the Company performance of this Agreement and the Additional Ancillary Agreements to which it Buyer or any of its Controlled Affiliates is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement Buyer or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party such Controlled Affiliates and the consummation of the transactions contemplated hereby and therebythereby by Buyer or such Controlled Affiliates have been duly authorized by all requisite corporate, including the Mergerlimited liability company or other entity action of Buyer or such Controlled Affiliates, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreementas applicable. The affirmative No vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any approval of the holders of Company Common Stock or any other class or series of capital stock of the Company that Buyer or its Controlled Affiliates is necessary to adopt for the execution, delivery or performance by Buyer or such Controlled Affiliate of this Agreement and approve or the Merger Ancillary Agreements to which Buyer or such Controlled Affiliate is a party or the consummation by Buyer or its Controlled Affiliates of the transactions contemplated hereby or thereby. This Agreement has been (and the consummation execution, delivery and performance of each of the Ancillary Agreements to which Buyer or any of its Controlled Affiliates will be a party will be) duly and validly executed and delivered by Buyer (and, in the case of the Ancillary Agreements, by Buyer or the applicable Controlled Affiliate) and constitutes (and each such Ancillary Agreement when so executed and delivered by Buyer or the applicable Controlled Affiliates will constitute) a valid, legal and binding agreement of Buyer (and in the case of Ancillary Agreements, Buyer or its Controlled Affiliates party thereto) (assuming that this Agreement has been, and the Ancillary Agreements to which Buyer or its applicable Controlled Affiliates is a party will be, duly and validly authorized, executed and delivered by the other Persons parties thereto), enforceable against Buyer (and in the case of the Ancillary Agreements, Buyer or its Controlled Affiliates party thereto) in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally. (b) Assuming the truth and accuracy of the representations and warranties of Sellers contained in Section 2.3, no material notices to, filings with or authorizations, registrations, declarations, consents or approvals of any Governmental Authority are necessary for the execution, delivery or performance by Buyer or any of its Controlled Affiliates of this Agreement or the Ancillary Agreements to which Buyer or any of its Controlled Affiliates is a party or the consummation by Buyer or its Controlled Affiliates of the transactions contemplated herebyhereby or thereby, except for compliance with and filings under the HSR Act.

Authorization. (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to any required approval of this Agreement and the Additional Agreements to which it is a party and Merger by the Required Company Vote, to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approvalhereby. The execution and delivery of this Agreement by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. No Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by hereby (other than the approval and adoption of this Agreement (other than, in and the case Merger by the Required Company Vote and the filing of appropriate merger documents as required by the Merger, the receipt of the Company Stockholder Approval) or the Additional AgreementsDGCL). This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery hereof by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute hereto) constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with their respective terms, subject to its terms except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization insolvency or similar other Laws affecting the creditor’s rights generally or by legal principles of creditors generally and general applicability governing the availability of equitable remedies (the “Enforceability Exceptions”)remedies. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the The Board of Directors of the Company, the Board at a meeting duly called and held on November 10, 2010 has by unanimous approval of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) all directors determined that this Agreement, the Additional Agreements to which it is a party, Agreement and the transactions contemplated hereby and therebyMerger are fair to, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests interest of the Company Company’s stockholders and resolved to recommend that the holders of Shares approve and adopt this Agreement and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this AgreementMerger. The affirmative vote or written consent of Persons holding the holders of at least a majority of the voting power of the shares of Company Common Stock entitled issued and outstanding Shares to vote thereon to approve and adopt this Agreement and the Merger (the “Required Company Stockholder ApprovalVote”) is the only vote or consent of any of the holders of Company Common Stock Shares or any other class securities (equity or series of capital stock otherwise) of the Company that is necessary to adopt this Agreement and approve consummate the Merger and the consummation of the other transactions contemplated herebyMerger.

Authorization. (a) The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Additional Agreements Agreement, to which it is a party perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approvalby this Agreement. The execution execution, delivery and delivery performance by the Company of this Agreement and the Additional Agreements to which it is a party Agreement, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement, have been duly authorized by all necessary corporate action on (including (i) the part unanimous approval of the Company. No Board of Directors of the Company and (ii) the approval and adoption of this Agreement by the Stockholders pursuant to the Stockholder Consent) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the Merger or the other transactions contemplated by this Agreement herein (other than, in the case of with respect to the Merger, the receipt filing and recordation of appropriate merger documents as required by the Company Stockholder Approval) or the Additional AgreementsDGCL). This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto Raven and theretoSub, this Agreement and the Additional Agreements to which the Company is a party constitute constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and other similar Laws affecting the enforceability of creditors' rights of creditors generally generally, general equitable principles and the availability discretion of courts in granting equitable remedies (the “Enforceability Exceptions”)remedies. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by As of the requisite vote date of this Agreement, the Board of Directors of the Company, at a meeting duly called and held at which a quorum was present throughout, has by the Board of Directors requisite vote of the Company has directors (i) approved the execution, delivery determined that this Agreement and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and therebyhereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (ii) determined that the Escrow and Indemnity Agreement and the transactions contemplated thereby are advisable and in the best interests of the Stockholders; and (iii) directed recommended that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to approve and adopt this Agreement and the transactions contemplated herein, including the Merger. (c) The Stockholder Consent constitutes a valid consent in writing of the Stockholders in lieu of a meeting under Section 228 of the DGCL approving and adopting the Merger, this Agreement and the transactions contemplated herein. Such consent constitutes all stockholder action required by the DGCL, the Certificate of Incorporation and Bylaws and this Agreement to approve and adopt this Agreement, the Merger and the consummation transactions contemplated herein. The Stockholder Consent is effective to waive any rights of first refusal and other rights and provisions granted pursuant to the Stockholder Agreement and to waive the application of Section E.1.(c) of Article Fourth of the other transactions contemplated herebyCertificate of Incorporation.

Authorization. (a) The Company Binding Agreement. Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements each Ancillary Document to which it is a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, including (a) have been duly and validly authorized by the Mergerboard of directors and, as applicable, stockholders of Merger Sub in accordance with Merger Sub’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, on the terms part of Merger Sub are necessary to authorize the execution and subject to the conditions set forth herein delivery of this Agreement and therein; (ii) determined that this Agreement, the Additional Agreements each Ancillary Document to which it is a party, and or to consummate the transactions contemplated hereby and thereby. This Agreement has been, upon and each Ancillary Document to which Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered and, assuming the terms due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyEnforceability Exceptions.

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly all agreements, documents and instruments executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties pursuant hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, are valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization moratorium or other similar Laws affecting the or relating to creditors’ rights of creditors generally and the availability general principles of equitable remedies equity, regardless of whether asserted in a proceeding in equity or at law (the “Enforceability ExceptionsBankruptcy/Receivership Exception”). The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto and, subject to receipt of the Requisite Stockholder Approval, the consummation of the Merger have been duly authorized by all necessary corporate or other action of the Company. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the The Company Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, other Transaction Documents and the transactions contemplated hereby and thereby, upon the terms and subject Merger are fair to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; its stockholders and (iiiii) directed resolved to recommend that the adoption of this Agreement be submitted to the Company Stockholders for consideration Company’s stockholders approve and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve , the Merger and the consummation of the other transactions contemplated hereby. The affirmative votes of the holders comprising the Requisite Stockholder Approval are the only votes of the holders of any class or series of the Capital Stock necessary to approve and adopt this Agreement and the Merger. (c) The Stockholder Consent, when executed and delivered will comprise the Requisite Stockholder Approval. The Stockholder Notices and Section 262 Notice, including all amendments and supplements thereto and all materials incorporated by reference therein, shall not contain any statement which, in light of the circumstances under which made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein not false or misleading in light of the circumstances under which made, in each case other than information supplied in writing by Buyer specifically for inclusion therein.

Authorization. (a) The Each SGA Company Party has all requisite corporate necessary partnership or limited liability company power and authority (as applicable) to execute and deliver enter into this Agreement and each of the Additional Ancillary Agreements to which it is or will be a party party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder ApprovalTransactions. The execution and delivery by the each SGA Company Party of this Agreement and the Additional Ancillary Agreements to which it such SGA Company Party is or will be a party party, the performance by such SGA Company Party of its obligations hereunder and thereunder and the consummation by the SGA Company Parties of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate requisite partnership action and by all limited liability company action (as applicable) on the part of the CompanySGA Company Parties. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the Assuming due authorization, execution and delivery by each of the other parties hereto and theretoapplicable parties, this Agreement constitutes, and the Additional Agreements each other Ancillary Agreement to which the each SGA Company Party is or will be a party will constitute when executed and delivered, a legal, valid and binding obligation agreement of the Companysuch SGA Company Party, enforceable against the such SGA Company Party in accordance with their respective its terms, subject to except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws laws of general applicability relating to or affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability ExceptionsBankruptcy Exception”). (b) By resolutions duly adopted (Each Seller who is a natural person has the legal capacity, and not thereafter modified each Seller who is an entity has all necessary partnership, limited liability company or rescinded) by the requisite vote corporate or similar power and authority, to enter into this Agreement and each of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Ancillary Agreements to which it is or will be a party party, to carry out its obligations hereunder and thereunder and to consummate the consummation Transactions. The execution and delivery by each Seller of this Agreement and each of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Ancillary Agreements to which it is or will be a party, the performance by each Seller of its obligations hereunder and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger thereunder and the consummation by each Seller of the Transactions have been duly authorized by all requisite corporate or similar action on the part of each Seller. This Agreement constitutes, and each other transactions contemplated herebyAncillary Agreement to which any SGA Party is or will be a party will constitute when executed and delivered, a legal, valid and binding agreement of such Seller, enforceable against it in accordance with its terms, except as may be limited by the Bankruptcy Exception.

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the Merger to obtaining the Requisite Shareholder Approval and the Additional Agreements to which it is a party filing and recordation of appropriate merger documents as required by the ICL, to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approvalperform its obligations hereunder. The execution and delivery of this Agreement by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of the Company. No other , and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate consummation of the transactions contemplated by this Agreement hereby (including the Merger), other than, in the case of the Merger, obtaining the receipt of the Company Stockholder Requisite Shareholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto ▇▇▇▇▇▇ and theretoMerger Sub, this Agreement and the Additional Agreements to which the Company is a party constitute constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject to except as such enforceability may be limited by (A) applicable bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium and other similar Applicable Laws, reorganization now or similar Laws hereafter in effect, affecting the or relating to creditors’ rights of creditors and remedies generally and (B) the availability remedies of specific performance and injunctive and other forms of equitable remedies relief (regardless of whether enforceability is considered in a proceeding in equity or at Law) (the “Enforceability Bankruptcy and Equity Exceptions”). (b) By resolutions At a meeting duly adopted (called and not thereafter modified or rescinded) by held prior to the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company execution of this Agreement, the Additional Agreements to which it is a party Company Board has, by unanimous vote, (i) duly and validly authorized and approved the execution and delivery of this Agreement and the other transactions contemplated hereby in accordance with the requirements of the ICL and declared advisable the consummation of the Merger and the other transactions contemplated hereby and therebyhereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that, considering the financial position of the merging companies, no reasonable concern exists that this Agreement, the Additional Agreements Surviving Company will be unable to which it is a party, and fulfill the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests obligations of the Company and the Company Stockholders; to its creditors, (iii) directed that the adoption Merger and the other transactions contemplated hereby be submitted for consideration at the Company Shareholders’ Meeting and (iv) resolved to recommend the Company Board Recommendation and to include such recommendation in the Proxy Statement. As of the date of this Agreement be submitted to the Company Stockholders for consideration and recommended that all Agreement, none of the Company Stockholders adopt actions described in this Agreement. Section 3.2(b) has been amended, rescinded or modified in any respect. (c) The affirmative vote (in person, by voting card or written consent by proxy) of Persons holding the holders of at least a majority of the voting power of outstanding Company Shares (excluding (i) any absentee votes and (ii) Company Shares held by Parent or deemed to be held by Parent, if any, pursuant to the shares of Company Common Stock entitled to vote thereon to adopt this Agreement ICL) (the “Company Stockholder Requisite Shareholder Approval”) is the only vote or consent of any of the holders of any Company Common Stock Shares necessary (under Applicable Law or any other class or series of capital stock of otherwise) to consummate the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyby this Agreement, including the Merger.

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of each of LTC, SurfaceDecon and therebyMcPhee ▇▇▇▇▇▇▇, the sole stockholder of McPhee ▇▇▇▇▇▇▇, and all other corporate action of each of LTC, SurfaceDecon and McPhee ▇▇▇▇▇▇▇ and the sole stockholder of McPhee ▇▇▇▇▇▇▇, including all approvals, authorizations and ratifications necessary to authorize the Merger, on the terms execution and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption delivery of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the transactions contemplated hereby have been taken. This Agreement constitutes the valid and binding obligations of each of LTC, SurfaceDecon and McPhee ▇▇▇▇▇▇▇ enforceable against each entity in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors' rights generally and the application of principles of equity, including without limitation the principle that equitable remedies, such as the remedy of specific performance, are subject to the discretion of the court before which any proceeding therefor may be brought. Except as set forth on Schedule 5.3 hereto, no consent of any lender, trustee, security holder of LTC, SurfaceDecon and McPhee ▇▇▇▇▇▇▇, or other Person is required for LTC, SurfaceDecon and McPhee ▇▇▇▇▇▇▇ to enter into and deliver this Agreement or to consummate the transactions contemplated hereby, nor shall such execution, delivery and performance of this Agreement conflict with, result in a breach of, constitute a default under or result in the creation ot any lien upon the Purchased Assets, under the Articles of Incorporation or By-Laws of each of LTC, SurfaceDecon and McPhee ▇▇▇▇▇▇▇ or any law, contract, mortgage or other instrument to which each of LTC, SurfaceDecon and McPhee ▇▇▇▇▇▇▇ is a party or by which any Seller is bound or affecting any of its properties.

Authorization. (a) The Company has all requisite corporate power execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery performance by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and thereby authority and have been duly authorized by all necessary corporate action on the part of the Company. No Company and no other corporate proceedings on the part of the Company are proceeding is necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreementshereby. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, constitutes (assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute hereto) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent that enforcement may be limited by or subject to (a) the effects of bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization moratorium and other similar laws relating to or similar Laws affecting the creditors' rights of creditors generally and the availability of (b) general equitable remedies principles (the “Enforceability Exceptions”whether considered in a proceeding in equity or at law). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by In the requisite vote case of the Board of Directors of the CompanyD&B, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company such Seller of this Agreement, Agreement and the Additional Agreements to which it is a party Escrow Agreement and the consummation by such Seller of the transactions contemplated hereby and thereby, including the Merger, thereby are within such Seller's power and authority and have been duly and validly authorized by all necessary action on the terms part of such Seller and subject no other proceedings on the part of such Seller is necessary to authorize this Agreement or the conditions set forth herein and therein; (ii) determined Escrow Agreement or to consummate the transactions contemplated hereby or thereby. In the case of each Seller that this Agreementis a natural person, the Additional Agreements to which it is a partyexecution, delivery and performance by such Seller of this Agreement and the Escrow Agreement and the consummation by such Seller of the transactions contemplated hereby and thereby, upon thereby are within such Seller's full power and legal rights and no other action on the terms and subject to the conditions set forth herein, are advisable and in the best interests part of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that such Seller is necessary to adopt authorize this Agreement and approve or the Merger Escrow Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement constitutes, and the consummation Escrow Agreement will constitute (assuming the due execution and delivery by each of the other transactions contemplated herebyparties hereto and thereto), a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that enforcement may be limited by or subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at law).

Authorization. (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements each other Transaction Document to which it is is, or at or prior to the Closing will be, a party (the “Company Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution execution, delivery and delivery by the Company performance of this Agreement and each of the Additional Agreements to which it is a party Company Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary requisite corporate action on the part of the Company. No action, and no other corporate proceedings on the its part of the Company are necessary to authorize this Agreement the execution, delivery or the Additional Agreements to which it is a party or to consummate the transactions contemplated by performance of this Agreement (other than, in the case of with respect to the Merger, the receipt of the Company Stockholder Approval) or and the Additional Agreementsother Company Documents. This Agreement has been, and each of the Additional Agreements other Company Documents will be at or prior to which the Company is a party have been Closing, duly and validly authorized, executed and delivered by the Company, and assuming that this Agreement and each of the other Company and, assuming the due authorization, execution Documents is a valid and delivery by each binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Additional Agreements to which the other Company is a party constitute Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with their respective terms, subject to except as enforceability may be affected by bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization or moratorium and other similar Laws relating to or affecting the creditors’ rights of creditors generally and the availability general principles of equitable remedies equity (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote The affirmative votes of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company holders of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the outstanding shares of Company Common Stock entitled (voting together as a single class on an as-converted to vote thereon common stock basis), and (ii) the holders of a majority of the Company Preferred Stock (voting as a single class on an as-converted to adopt this Agreement (the “Company Stockholder Approval”common stock basis) is are the only vote or consent of any votes of the holders of Company Common Stock or any other class or series of capital stock of required to approve this Agreement by the Company that is necessary to adopt this Agreement and approve stockholders (the Merger and the consummation of the other transactions contemplated hereby“Stockholder Approval”).

Authorization. (a) The Company Such Seller has all the requisite corporate power and authority necessary to execute enter into, deliver and deliver perform its respective obligations pursuant to this Agreement and each of the Additional Agreements Related Documents to which it is a party and to consummate the transactions contemplated hereby Contemplated Transactions. The execution, delivery and thereby, in performance by such Seller of this Agreement and the case Related Documents to which such Seller is a party and the consummation of the MergerContemplated Transactions have been duly and validly authorized by all requisite action on the part of such Seller and no other proceedings on the part of such Seller are necessary to authorize the execution, subject delivery or performance of this Agreement or the Related Documents to receipt of which such Seller is a party. This Agreement and the Company Stockholder Approval. The Related Documents to which such Seller is a party have been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by the Company of Purchaser) this Agreement and the Additional Agreements Related Documents to which such Seller is a party constitute valid and legally binding obligations of such Seller enforceable against such Seller in accordance with their respective terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, or by equitable principles, relating to or limiting the rights of creditors generally and (b) limitations imposed by Law or equitable principles regarding the availability of specific performance, injunctive relief or other equitable remedies (collectively, the “Enforceability Exceptions”). (b) The Sellers’ Representative has the requisite power and authority necessary to enter into, deliver and perform its obligations pursuant to this Agreement and each of the Related Documents to which it is a party and to consummate the Contemplated Transactions. The execution, delivery and performance by the Sellers’ Representative of this Agreement and the Related Documents to which the Sellers’ Representative is a party and the consummation by the Company of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by all necessary corporate requisite action on the part of the Company. No Sellers’ Representative and no other corporate proceedings on the part of the Company Sellers’ Representative are necessary to authorize the execution, delivery or performance of this Agreement or the Additional Agreements Related Documents to which it the Sellers’ Representative is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreementsparty. This Agreement and the Additional Agreements Related Documents to which the Company Sellers’ Representative is a party have been duly executed and delivered by the Company andSellers’ Representative, and (assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, Purchaser) this Agreement and the Additional Agreements Related Documents to which the Company Sellers’ Representative is a party constitute a legal, valid and legally binding obligation obligations of the Company, Sellers’ Representative enforceable against the Company Sellers’ Representative in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting except that such enforceability may be limited by the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company or its applicable Subsidiary has all requisite necessary corporate power and authority to execute and deliver this Agreement Agreement, each Company Ancillary Document and the Additional Agreements DMS Purchase Agreement, and to which it is a party perform its obligations hereunder and thereunder and, subject to receiving the Company Stockholder Approval, if applicable, to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution execution, delivery and delivery performance by the Company of this Agreement and Agreement, the Additional Agreements to which it is a party Company Ancillary Documents and the consummation by it of the Merger, and the execution, delivery and performance by the applicable Subsidiary of the Company of the transactions contemplated hereby and thereby DMS Purchase Agreement, have been duly authorized and approved by all necessary the Company’s or its applicable Subsidiary’s board of directors, as the case may be, and except for obtaining the Company Stockholder Approval, if applicable, no other corporate action on the part of the Company. No other corporate proceedings on the part of the Company are is necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party Company Ancillary Documents, the DMS Purchase Agreement and the consummation by the Company of the transactions contemplated hereby Merger. This Agreement has been, the DMS Purchase Agreement shall be, and, as of the Closing Date, the Company Ancillary Documents shall be, duly executed and therebydelivered by the Company (or one of its Subsidiaries, including as applicable) and, assuming due authorization, execution and delivery hereof and thereof by the Mergerother Parties hereto and thereto, on do or will, as the terms case may be, constitute the valid and subject binding agreement of the Company or its applicable Subsidiary, enforceable against the Company or its applicable Subsidiary in accordance with their terms, except as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to the conditions set forth herein enforcement of creditors’ rights generally and therein; (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Pursuant to resolutions effectuated by unanimous written consent in accordance with the applicable provisions of the DGCL, the Certificate of Incorporation, the Bylaws, the Stockholders Agreement and other governing documents of the Company, the board of directors of the Company (i) determined that this Agreement, the Additional Agreements to which it is a party, and in the transactions contemplated hereby and thereby, upon best interest of its Stockholders for the Merger Sub to acquire the Company on the terms and subject to the conditions set forth herein, are (ii) adopted a resolution approving, authorizing, adopting and declaring advisable and in the best interests of Merger, the Company DMS Transaction, this Agreement, and the Company Stockholders; transactions contemplated hereby and thereby, and (iii) resolved to recommend that the Stockholders adopt this Agreement and directed that the adoption of this Agreement be submitted to the Company Stockholders entitled to vote thereon for consideration and recommended that all of (collectively, the “Company Stockholders adopt this AgreementBoard Recommendation”), which Company Board Recommendation has not been withdrawn or modified. The affirmative vote of the holders of at least a majority of (A) the issued and outstanding Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock present in person or represented by proxy, voting together as a single class at a meeting at which at least a majority of such classes of shares are present in person or represented by proxy (or, if action is to be taken by written consent, the affirmative consent of Persons holding the holders of at least a majority of the issued and outstanding Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock voting power together as a single class) and (B) the issued and outstanding Voting Common Stock present in person or represented by proxy, at a meeting at which at least a majority of such class of shares are present in person or represented by proxy (or, if action is to be taken by written consent, the affirmative consent of the shares holders of Company at least a majority of the issued and outstanding Voting Common Stock entitled to vote thereon to adopt this Agreement Stock) ((A) and (B) collectively, the “Company Stockholder Approval”) is are the only vote votes or consent of any approvals of the holders of Company Common Stock or any other class or series of capital stock of the Company that which is necessary to adopt this Agreement. No vote of any holders of any class or series of capital stock of the Company is necessary to consummate the DMS Transaction. The action by the Company’s board of directors and the Company Stockholder Approval contemplated by this Section 4.2(b) constitute the only corporate or stockholder action, if applicable, on the part of the Company required to approve, authorize and adopt the Merger, the DMS Transaction, this Agreement and approve the Merger transactions contemplated hereby and thereby under the consummation DGCL, the Certificate of Incorporation, the Bylaws, the Stockholders Agreement and other governing documents of the other transactions contemplated herebyCompany.

Authorization. (a) The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to execute and deliver the Additional Agreements to which it is a party Plan of Merger and to consummate the transactions contemplated hereby Merger and therebythe other Transactions. The execution, in delivery and performance by the case Company of this Agreement and the Plan of Merger, and the consummation of the MergerMerger and the other Transactions, subject to receipt have been duly and validly authorized by the Company Board and, other than such filings and recordation as required by the CICA, no other corporate action on the part of the Company Stockholder Approval. The is necessary to authorize the execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party Plan of Merger, and the consummation by the Company it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanTransactions, in the case of including the Merger, the receipt of the Company Stockholder Approval. (b) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by each of the other parties hereto ▇▇▇▇▇▇ and theretoMerger Sub, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, subject to except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization moratorium or other similar Laws affecting the Laws, now or hereafter in effect, relating to creditors’ rights generally, and (b) general principles of creditors generally equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) ((a) and the availability of equitable remedies (b) collectively, the “Enforceability Exceptions”). (bc) By The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted (by unanimous vote of those directors voting at a meeting duly called and held and not thereafter subsequently rescinded or modified or rescinded) by the requisite vote of the Board of Directors of the Companyin a manner adverse to Parent, the Board of Directors of the Company has (i) determined that it is fair to, and in the best interests of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement, and the Plan of Merger and consummate the Transactions, including the Merger; and (ii) authorized and approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to and the Company Stockholders for consideration and recommended that all Plan of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the Transactions, including the Merger. As of the date hereof, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (d) The Special Committee has received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (China) Limited (the “Financial Advisor”) its written opinion, dated as of the date of this Agreement, and based on and subject to the assumptions, qualifications, limitations and other transactions contemplated herebymatters set forth therein, to the effect that, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares, Dissenting Shares and Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) and the Per Warrant Merger Consideration to be received by the holders of Warrants are fair, from a financial point of view, to such holders. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3. It is agreed and understood that such opinion may not be relied on by ▇▇▇▇▇▇, Merger Sub or any of their respective Affiliates.

Authorization. (a) The Company Buyer and each of its Affiliates that is a party to an Ancillary Agreement has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it is a Buyer and such Affiliates are party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, have been duly authorized by all requisite corporate action of Buyer and the transactions contemplated hereby execution and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests delivery of the Company and the Company Stockholders; (iii) directed that the adoption of this each Ancillary Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the transactions contemplated thereby will have been, prior to the Closing, duly authorized by all requisite corporate action of Seller and/or each Affiliate of Seller that is a party to such Ancillary Agreement. This Agreement has been (and the Ancillary Agreements will be) duly and validly executed and delivered by Buyer and such Affiliates and constitutes (and each such Ancillary Agreement when so executed and delivered by Buyer and/or such Affiliates will constitute) a valid, legal and binding agreement of Buyer and such Affiliates (assuming this Agreement has been, and the Ancillary Agreements to which Buyer and its Affiliates are party will be, duly authorized, executed and delivered by the other parties thereto), enforceable against Buyer and such Affiliates in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) Assuming the truth and accuracy of Seller’s representations and warranties contained in Section 2.2(b), no material notices to, filings with or authorization, consent or approval of any Governmental Authority is necessary for the execution, delivery or performance of this Agreement by Buyer or the Ancillary Agreements to which Buyer or any of its Affiliates is a party or the consummation of the transactions contemplated hereby, except for compliance with and filings under the HSR Act and any other applicable Competition Law.

Authorization. (a) The Company has all requisite corporate power execution, delivery and authority to execute and deliver this Agreement performance by the Borrower and the Additional Agreements to which it is a party and to consummate Subsidiaries of their respective obligations under the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby Loan Documents have been duly authorized by all necessary requisite corporate and other action on the part and will not, either prior to or as a result of the Company. No other corporate proceedings on the part consummation of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement Agreement: (i) violate any provision of Applicable Law, any order of any court or other thanagency of government, any provision of the Organic Documents of the Borrower or any Subsidiary, or any Contract, indenture, agreement or other instrument to which the Borrower or any of the Subsidiaries is a party, or by which the Borrower or any of the Subsidiaries or any of its assets or properties are bound, or (ii) be in conflict with, result in a breach of, or constitute (after the giving of notice or lapse of time or both) a default under, or, except as may be provided in the case Loan Documents, result in the creation or imposition of any Lien of any nature whatsoever upon any of the Merger, the receipt property or assets of the Company Stockholder ApprovalBorrower or any of the Subsidiaries pursuant to, any such Contract, indenture, agreement or other instrument. (b) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party other Loan Documents have been duly executed and delivered by the Company and, assuming the due authorization, execution Borrower and delivery by each of the other parties hereto and its Subsidiaries party thereto, this Agreement and constitute the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation obligations of the CompanyBorrower and its Subsidiaries party thereto, enforceable against the Company Borrower and such Subsidiaries in accordance with their respective terms, subject except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moretorium, fraudulent transfertransfer or other similar laws now or hereafter in effect relating to creditors' rights generally, moratorium, reorganization or similar Laws affecting the rights and by general principles of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)equity. (bc) By resolutions duly adopted (and not thereafter modified or rescinded) by Neither the requisite vote Borrower nor any of the Board of Directors of the CompanySubsidiaries is required to obtain any Government Approval, the Board of Directors of the Company has (i) approved consent or authorization from, or to file any declaration or statement with, any governmental instrumentality or agency in connection with or as a condition to the execution, delivery and or performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders Loan Documents. (d) Without limitation of Company Common Stock or any other class or series of capital stock Sections 3.03(a) through 3.03(c) above, the issuance of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation Warrants has been authorized by all requisite corporate action of the Borrower, and such issuance does not conflict with any shareholders' agreement, preemptive rights, limitation under or requirement of Organic Documents, or other transactions contemplated herebyagreement or commitment of the Borrower. Upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares (as such term is defined in the Warrants) will be validly issued, fully paid and nonassessable.

Authorization. (a) The execution, delivery of, and performance by the Company has all requisite corporate power and authority to execute and deliver of its obligations under, this Agreement and the Additional Agreements other Transaction Documents to which it is or will be a party party, and to consummate the consummation of the transactions contemplated hereby and thereby, in are within the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution Company’s corporate powers and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part of the Company. No other corporate proceedings on the part This Agreement has been (and each of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements Transaction Documents to which the Company is or will be a party have been will be at or prior to the Closing) duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is constitutes (or will constitute when so executed) a party constitute a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company it in accordance with their respective terms, terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or similar Laws moratorium and other laws affecting the creditors’ rights of creditors generally and general principles of equity). The Required Equityholder Vote is the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified only approval or rescinded) by the requisite vote consent of the Board of Directors Acquired Companies or the holders of the CompanyAcquired Companies’ capital stock (including, for the avoidance of doubt, the Board of Directors Company Common Stock and the Company Preferred Stock) or other equity of the Company has (i) approved Acquired Companies necessary in connection with the executionexecution and delivery of, delivery and or the performance by the Company of its obligations under, this Agreement, Agreement and the Additional Agreements other Transaction Documents to which it is or will be a party and party, or the consummation of the transactions contemplated hereby and or thereby, including and there are no other votes, approvals, consents or other proceedings of the Mergerequityholders of any of the Acquired Companies or otherwise necessary in connection with the execution and delivery of, on or the terms performance by the Company of its obligations under, this Agreement and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements other Transaction Documents to which it is or will be a party, and or the consummation of the transactions contemplated hereby or thereby (other than the filing and therebyrecordation of the Certificate of Merger and such other documents as required by Delaware Law). The board of directors of the Company has unanimously (a) declared that the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents are advisable, upon the terms and subject fair to the conditions set forth herein, are advisable and in the best interests of the Company and its equityholders, (b) approved this Agreement and the Company Stockholders; other Transaction Documents in accordance with the provisions of Delaware Law, (iiic) directed that this Agreement and the other Transaction Documents and the Merger and the other transactions contemplated hereby and thereby be submitted to the equityholders of the Company for their adoption and approval by written consent and (d) resolved to recommend that the equityholders of the Company vote in favor of the adoption of this Agreement be submitted to and the Company Stockholders for consideration other Transaction Documents and recommended that all the approval of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyhereby and thereby. The Written Consent, when executed and delivered, shall constitute a valid, irrevocable and effective adoption of this Agreement and the other Transaction Documents by the Required Equityholder Vote in compliance with Applicable Law and the Company’s Governing Documents.

Authorization. (a) The Company Buyer has all requisite corporate full power and authority to execute and deliver enter into this Agreement and the Additional Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Ancillary Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, thereby (i) have been duly authorized by all necessary company action on the terms part of the Buyer, and subject to the conditions set forth herein and therein; (ii) determined that this Agreementrequisite managers’ and members’ approval of the Buyer has been obtained. This Agreement has been duly executed and delivered by Buyer. This Agreement constitutes, and upon the Additional Agreements execution and delivery thereof by Buyer of each Ancillary Agreement to which it is a partyparty will constitute, a legal, valid and binding obligation of such Buyer, enforceable against such Buyer, in accordance with their respective terms, except as the enforceability thereof may be limited by the Permitted Exceptions. (b) No consent, waiver, approval, order or authorization of, notice to, or registration, declaration, designation, qualification or filing with, any Governmental Authority or third Person, domestic or foreign, is or has been or will be required on the part of Buyers in connection with the execution and delivery of this Agreement or any Ancillary Agreements or the consummation by them of the transactions contemplated hereby and or thereby, upon other than where the terms and subject failure to the conditions set forth hereinobtain such consents, are advisable and in the best interests of the Company and the Company Stockholders; waivers, approvals, orders or authorizations or to make or effect such registrations, declarations, designations, qualifications or filings is not reasonably likely to (iiii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote prevent or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the delay consummation of the other transactions contemplated herebyby this Agreement or any Ancillary Agreements or (ii) prevent Buyer from performing its obligations under this Agreement or any Ancillary Agreements.

Authorization. (a) The Each Group Company has all the requisite corporate or other organizational power and authority to execute and deliver this Agreement (with respect to the Company) and the Additional Agreements each other Transaction Document to which it is, or is specified to be, a party and and, subject to the satisfaction or, if permitted, waiver of the conditions set forth in Section 3.02, to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject thereby and to receipt of the Company Stockholder Approvalperform its respective obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the Additional Agreements each other Transaction Document to which it a Group Company is, or is specified to be, a party party, and the consummation by the each Group Company of the transactions contemplated hereby and thereby and the performance by each Group Company of its respective obligations hereunder and thereunder, have been duly authorized by all necessary corporate action on the part of each Group Company and, other than the Company. No Requisite Stockholder Approval, no other corporate proceedings on the part of any Group Company, the Stockholders or any equityholder of a Group Company are necessary to authorize the execution, delivery or performance by any Group Company of this Agreement or any other Transaction Document to which a Group Company is, or is specified to be, a party, and the Additional Agreements consummation by any Group Company of the Merger and other transactions contemplated hereby and thereby. Each Group Company has duly executed and delivered this Agreement (with respect to the Company) and each other Transaction Document to which it is, or is specified to be, a party or to consummate the transactions contemplated by party, and this Agreement (with respect to the Company) and each other thanTransaction Document to which it is, in the case or is specified to be, a party constitutes a valid, legal and binding agreement of the Merger, the receipt of the such Group Company Stockholder Approval) or the Additional Agreements. This (assuming that this Agreement and the Additional Agreements to which the Company is a party have each other such Transaction Document has been duly and validly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company), enforceable against the such Group Company in accordance with their respective its terms, subject except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or similar other Laws affecting the enforcement of creditors’ rights of creditors generally and (ii) that the availability of equitable remedies remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought (the “Enforceability ExceptionsBankruptcy and Equity Exception”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements Agreement, to which it is a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approvalhereby. The execution execution, delivery and delivery by the Company performance of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. No Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the Additional Agreements to which it is a party or to consummate consummation of the transactions contemplated by this Agreement (hereby, other than, in the case of with respect to the Merger, the receipt adoption of this Agreement by the holders of at least a majority of the outstanding aggregate voting power of Company Common Stock voting together as a single class (taking into account the provisions set forth in the Principal Company Stockholders Voting Agreement) (the “Company Stockholder Approval) or the Additional Agreements”). This Agreement and the Additional Agreements to which the Company is a party have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium, reorganization or moratorium and similar Laws now or hereafter affecting the creditors’ rights of creditors generally and the availability subject, as to enforceability, to general principles of equitable remedies equity (the “Enforceability Exceptions”regardless of whether enforcement is sought in a proceeding at equity or law). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the The Board of Directors of the Company has (i) approved the execution, delivery determined that this Agreement and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and therebyhereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and fair to, and in the best interests of of, the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Company Stockholders; transactions contemplated hereby, including the Merger, (iii) directed recommended that the Company Stockholders approve the adoption of this Agreement and (iv) directed that this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. adoption. (c) The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) Approval is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve to consummate the Merger and the consummation of the other transactions contemplated herebyhereby under applicable Law or under the Company’s certificate of incorporation or bylaws.

Authorization. (a) The Company has Seller and each of its Affiliates that is a party to an Ancillary Agreement have all requisite corporate limited liability company power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it is a party Seller and such Affiliates of Seller are parties and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, have been duly authorized by all requisite corporate action of Seller and the transactions contemplated hereby execution and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests delivery of the Company and the Company Stockholders; (iii) directed that the adoption of this each Ancillary Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebythereby will have been, prior to the Closing, duly authorized by all requisite corporate or limited liability company action, as the case may be, of each Affiliate of Seller that is a party to such Ancillary Agreement. This Agreement has been, and the Ancillary Agreements will be, duly executed and delivered by Seller and such Affiliates of Seller, and constitutes (and each Ancillary Agreement when so executed and delivered will constitute) a valid, legal and binding agreement of Seller and such Affiliates of Seller (assuming that this Agreement has been, and the Ancillary Agreements will be, duly and validly authorized, executed and delivered by the other parties thereto), enforceable against Seller and such Affiliates of Seller in accordance with their terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) Assuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 3.2(b), no notices to, filings with or authorizations, consents or approvals of any Governmental Authority are necessary for the execution, delivery or performance by Seller of this Agreement or the Ancillary Agreements to which Seller or any of its Affiliates is a party or the consummation of the transactions contemplated hereby or thereby by Seller or such Affiliates of Seller, except for (i) compliance with and filings under the HSR Act and any other applicable Competition Laws, (ii) those the failure of which to obtain or make would not be material to the Business and (iii) those that may be required solely as a result of facts specific to Buyer and its Affiliates.

Authorization. (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and each of the Additional Agreements other agreements, documents, instruments or certificates contemplated by this Agreement or to which it is a party be executed by the Company in connection with the consummation of the transactions contemplated hereby (collectively, the “Company Documents”) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution execution, delivery and delivery performance by the Company of this Agreement and the Additional Agreements to which it is a party Company Documents, and the consummation by the Company of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary requisite corporate action on the part of the Company. No other corporate proceedings on the part This Agreement has been, and each of the Company are necessary Documents will be, at or prior to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanClosing, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement duly and the Additional Agreements to which the Company is a party have been duly validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by each of the other parties hereto and thereto, this Agreement constitutes, and the Additional Agreements to which the Company is a party constitute Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights of creditors generally and the availability (ii) is subject to general principles of equitable remedies equity, whether considered in a proceeding at Law or in equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”). (b) By resolutions duly adopted (and not thereafter modified Except for the Requisite Stockholder Approval, no vote, approval or rescinded) by the requisite vote consent of the Board holders of Directors any class or series of capital stock or equity securities of the CompanyWH Entities is necessary to adopt, approve or permit the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of entry into this Agreement, any Company Document or the Additional Agreements to which it is a party and Transactions, or approve the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; . (iic) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests None of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the WH Entities beneficially own any shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Parent Common Stock or any options, warrants or other class or series rights to acquire shares of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyParent Common Stock.

Authorization. (a) The Company has all requisite corporate power execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements performance by Seller of each Transaction Document to which it is or is specified to be a party party, and any other documents or instruments to consummate the transactions contemplated hereby be executed and therebydelivered by Seller pursuant thereto, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby thereby are within Seller’s organizational powers and thereby have been duly authorized by all necessary corporate organizational action on the part of Seller and the Companyholders of any Equity Securities of Seller. No other corporate proceedings on Seller has received the part unanimous approval of (a) its board of directors and (a) the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate holders of its outstanding Equity Securities, in each case of the transactions contemplated by this Agreement (other thanthe Transaction Documents, and no holder of Equity Securities of Seller has or will have dissenters’, appraisal or similar rights with respect to the transactions contemplated by the Transaction Documents under Applicable Law. Seller has heretofore delivered to Buyer evidence of the approvals referred to in the case immediately preceding sentence. There are no votes, approval, consents, action or other proceedings of the Mergerboard of directors of Seller, or the receipt holders of Seller’s Equity Securities, required in connection with execution and delivery of, or the performance of the Company Stockholder Approval) transactions contemplated by, any Transaction Document or the Additional Agreementsconsummation of the transactions contemplated thereby that have not been made or otherwise undertaken prior to the date hereof. This Agreement and each of the Additional Agreements other Transaction Documents to which the Company Seller is or is specified to be a party have been duly constitutes, or will constitute when executed and delivered by the Company andSeller, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation agreement of the Company, Seller enforceable against the Company Seller in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or similar Laws moratorium and other laws affecting the creditors’ rights of creditors generally and the availability general principles of equitable remedies equity (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Other than the Company Shareholders’ Approval, the Company has all requisite corporate power and authority to (i) enter into, execute and deliver this Agreement and each of the Additional Agreements other Transaction Documents to which it is or will be a party, and (ii) consummate the transactions contemplated hereby and thereby (including the Transactions) and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby (including the Transactions) have been duly and validly authorized and approved by the Company Board, and other than the Company Shareholders’ Approval, no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party and to consummate the transactions contemplated hereby and thereby, in thereby (including the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional AgreementsTransactions). This Agreement has been, and on or prior to the Additional Agreements Acquisition Closing, the other Transaction Documents to which the Company is a party have been will be, duly and validly executed and delivered by the Company andand this Agreement constitutes, assuming and on or prior to the due authorizationAcquisition Closing, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements Transaction Documents to which the Company is a party constitute will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject to except (a) as limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization and other applicable Laws now or similar hereafter in effect of general application affecting enforcement of creditors’ rights generally, and (b) as limited by applicable Laws affecting the rights of creditors generally and relating to the availability of specific performance, injunctive relief, or other equitable remedies (collectively, the “Enforceability Exceptions”). (b) By resolutions duly adopted (The approval and not thereafter modified or rescinded) by the requisite vote authorization of the Board Acquisition Merger and the Plan of Directors Acquisition Merger shall require (i) approval by a special resolution of the Companyholders of at least two-thirds (2/3) of the outstanding Company Shares which, being entitled to do so, attend and vote in person or by proxy at a general meeting at which a quorum is present and of which notice specifying the Board of Directors intention to propose the resolution as a special resolution has been duly given, pursuant to the terms and subject to the conditions of the Company has Charter and applicable Law (ithe “Required Shareholder Approval”), and (ii) approved written consent of holders of not less than two-thirds of the executiontotal number of issued Preferred Shares voting as a single class, delivery including, specifically, the approval by the Lead Series B Investor, the Lead Series C Investor and performance the Lead Series E Investor (each as defined in the Company Charter and the Shareholders’ Agreement) (the “Requisite Shareholder Consent”, together with the Required Shareholder Approval, the “Company Shareholders’ Approval”). (c) The Company Shareholders’ Approval are the only votes and approvals of holders of Company Shares and other Equity Securities of the Company necessary in connection with execution by the Company of this Agreement, Agreement and the Additional Agreements other Transaction Documents to which it the Company is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject Acquisition Closing. Prior to the conditions Initial Merger Effective Time, the Company shall have received the Requisite Shareholder Consent in respect of or in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including the matters set forth herein out in items (b), (e) and therein; (iig) determined that of Part I and item (a) of Part II of the Special Corporate Matters (as defined in the Company Charter and the Shareholders’ Agreement). (d) On or prior to the date of this Agreement, the Additional Agreements Company Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which it the Company is a party, party and the transactions contemplated hereby and thereby, upon thereby (including the terms and subject to the conditions set forth herein, Transactions) are advisable and fair to, and in the best interests of of, the Company and its shareholders, as applicable, (ii) authorizing and approving the execution, delivery and performance by the Company Stockholders; of this Agreement and the other Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby (including the Transactions), and (iii) directed directing that this Agreement, the adoption of this Agreement Transaction Documents and the Transactions be submitted to the Company Stockholders Shareholders for consideration adoption at an extraordinary general meeting called for such purpose pursuant to the terms and recommended that all conditions of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company Each Selling Entity has all requisite corporate corporate, limited liability company or other organizational power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it such Selling Entity is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Ancillary Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it Selling Entity is a party and the consummation of the transactions contemplated hereby and therebythereby by each such Selling Entity have been duly authorized by all requisite corporate, limited liability company or other organizational action of such Selling Entity. This Agreement has been (and the execution and delivery of each of the Ancillary Agreements to which each Selling Entity, as applicable, will be a party will be) duly executed and delivered by each Selling Entity, as applicable, and constitutes (and each such Ancillary Agreement when so executed and delivered by each such Selling Entity will constitute) a valid, legal and binding agreement of each such Selling Entity (assuming that this Agreement has been, and the Ancillary Agreements to which each such Selling Entity is a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against each such Selling Entity in accordance with their terms, except: (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally; and (ii) that the availability of equitable remedies, including the Mergerspecific performance, on the terms and is subject to the conditions set forth herein discretion of the court before which any proceeding thereof may be brought. (b) No notices to, filings with or authorizations, consents or approvals of any Governmental Authority are necessary in connection with the execution, delivery or performance by any Selling Entity of this Agreement or the Ancillary Agreements to which such Selling Entity is a party or the consummation by any such Selling Entity of the transactions contemplated hereby or thereby, except for: (i) compliance with and thereinfilings under the HSR Act and any other applicable Competition Laws; (ii) determined that this Agreementthose the failure of which to obtain or make would not reasonably be expected to be materially adverse, individually or in the Additional Agreements to which it is a partyaggregate, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in Transferred Entities or the best interests ongoing conduct of the Company Business by the Transferred Entities; and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.as set forth in Section 2.2(b)

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements Agreement, to which it is a party perform its obligations hereunder and to consummate the transactions contemplated hereby Merger and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approvalother Transactions. The execution execution, delivery and delivery by the Company performance of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby Merger and thereby the other Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company. No Company and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize the execution and delivery of this Agreement or the Additional Agreements to which it is a party or to consummate consummation of the transactions contemplated by this Agreement (Merger and the other Transactions, other than, in as of the case date of this Agreement with respect to the Merger, (i) the receipt adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon voting together as a single class (the “Company Stockholder Approval”) or and (ii) the Additional Agreementsfiling of the Certificate of Merger as required by the DGCL. This Agreement and the Additional Agreements to which the Company is a party have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium, reorganization or moratorium and similar Laws now or hereafter affecting the creditors’ rights of creditors generally and the availability subject, as to enforceability, to general principles of equitable remedies equity, regardless of whether enforcement is sought in a proceeding at equity or law (the “Enforceability ExceptionsBankruptcy and Equity Exception”). (b) By resolutions duly The Company Board has adopted (and not thereafter modified or rescinded) by resolutions, prior to the requisite vote execution of the Board of Directors of the Companythis Agreement, the Board of Directors of the Company has (i) approved determining that this Agreement, the Merger and the other Transactions are advisable to, and in the best interests of, the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, Merger and the transactions contemplated hereby and therebyother Transactions, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed approving the Support Agreements, (iv) resolving to recommend that the adoption of Company Stockholders adopt this Agreement and (v) directing that this Agreement be submitted to the Company Stockholders for consideration and recommended that all their adoption, which resolutions have not been subsequently withdrawn or modified in any respect in violation of the Company Stockholders adopt provisions of this Agreement. . (c) The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) Approval is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock or other securities of the Company that is necessary to adopt this Agreement and approve to consummate the Merger and the consummation other Transactions under the applicable Laws of the other transactions contemplated herebyState of Delaware, including the DGCL.

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby perform its obligations hereunder and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approvalthereunder. The execution execution, delivery and delivery performance by the Company of this Agreement and the Additional Agreements each Ancillary Agreement to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been (or will be when delivered) duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings , and no further approval or authorization is required on the part of the Company are necessary to authorize this Company. This Agreement or the Additional Agreements and each Ancillary Agreement to which it is a party constitute (or to consummate will constitute when delivered) the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to except as such may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumconveyance, reorganization or other similar Laws affecting the creditors’ rights of creditors generally and by general equitable principles, and except as may be limited by applicable Law and public policy. No vote or consent of stockholders of the availability Company is required in connection with any of equitable remedies the transactions contemplated by this Agreement under the Company’s certificate of incorporation, the DGCL, the rules of the NYSE (as administered by the “Enforceability Exceptions”)representatives thereof) or, to the Company’s knowledge, otherwise; provided, however that Stockholder Approval (as defined in the Certificate of Designations) may be required pursuant to the terms set forth in the Certificate of Designations. (b) By resolutions duly adopted The Board has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (and not thereafter modified or rescinded) by in each case as the requisite vote term is used in Section 203 of the Board of Directors DGCL) without obtaining any stockholder vote otherwise required by such Section 203 of the CompanyDGCL as a result of the Backstop Commitment, the Board of Directors Preferred Stock Purchase Commitment or any of the Company has other transactions contemplated by this Agreement (i) approved including conversion of the Preferred Stock and any acquisition of Additional Shares contemplated by Section 8.4(b)). The execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement will not cause to be submitted applicable to the Company Stockholders for consideration and recommended that all of any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of DGCL, or, to the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or Company’s knowledge, any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyLaw.

Authorization. (a) The Company Seller has all requisite corporate full power and authority to execute execute, deliver and deliver perform this Agreement and all of the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution execution, delivery and delivery by the Company performance of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby Seller have been duly and validly authorized and approved by all necessary corporate action on the part of the Company. No other required corporate proceedings on the part of the Company are necessary to authorize this Seller, and do not require any further authorization or consent of Seller. This Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanhas been, in the case of the Merger, the receipt of the Company Stockholder Approval) or and the Additional Agreements. This Agreement , upon execution and the Additional Agreements to which the Company is a party have been delivery by Seller will be, duly authorized, executed and delivered by the Company andSeller and constitutes, assuming the due authorization, or upon execution and delivery by each of Seller will constitute, as the other parties hereto and theretocase may be, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation obligations of the Company, Seller enforceable against the Company Seller in accordance with their respective terms, except (i) as such enforcement may be subject to bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other similar laws now or hereafter in effect relating to creditors’ rights, reorganization or similar Laws affecting and (ii) as the rights remedy of creditors generally specific performance and the availability injunctive and other forms of equitable remedies (relief may be subject to equitable defenses and to the “Enforceability Exceptions”)discretion of the court before which any proceeding therefor may be brought. (b) By resolutions duly adopted (Neither the execution and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, Agreement or any of the Additional Agreements to which it is a party and or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and therebyprovisions hereof or thereof will: (i) violate, including conflict with, result in a breach of the Mergerterms, on conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the terms and creation or imposition of any Encumbrance upon any of the Purchased Assets under (A) the organizational documents of Seller, (B) any other note, instrument, agreement, mortgage, lease, license, franchise, permit or authorization, right, restriction or obligation to which Seller is a party or any of its properties is subject or by which Seller or any of its properties is bound, (C) any Governmental Order to the conditions set forth herein and thereinwhich Seller is a party or any of its properties is subject or by which Seller or any of its properties is bound, or (D) any Requirements of Laws affecting Seller or its property; or (ii) determined that this Agreementrequire Seller to obtain the approval, consent, authorization or act of, or the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent making by Seller of any of the holders of Company Common Stock declaration, filing or registration with, any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyPerson.

Authorization. (a) The board of directors of the Company has approved, adopted, certified, executed and acknowledged this Agreement and the Merger in accordance with Section 251 of the DGCL, determining that the terms of the Merger are fair to, and in the best interests of, the Company Stockholders and recommending that the Company Stockholders approve, adopt, certify, execute and acknowledge this Agreement. The Company has all the requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements other Merger Documents to which it is a party and and, subject to Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party other Merger Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby thereby, subject to Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. No , and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or and the Additional Agreements other Merger Documents to which it is a party or for the Company to consummate the transactions contemplated by this Agreement (hereby and thereby other than, in the case of the Merger, the receipt of the than Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company andand constitutes a valid, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid legal and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, and the other Merger Documents to which the Company is a party, when executed and delivered by the Company, will constitute the valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject in each case, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar other Laws affecting the enforcement of creditors’ rights of creditors generally and (ii) that the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and therebyremedies, including the Mergerspecific performance, on the terms and is subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests discretion of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement court before which any proceeding thereof may be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebybrought.

Authorization. (a) The Company has all requisite corporate power execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery performance by the Company of this Agreement and each other agreement or document contemplated to be executed and delivered by it in connection with the Additional Agreements to which it is a party transactions contemplated hereby (the “Company Documents”) and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on the part of the Company in accordance with the provisions of the KBCA and the articles of incorporation and bylaws of the Company. No , as the case may be, and no other corporate proceedings on the its part of the Company are necessary to authorize the execution, delivery or performance of this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanCompany Documents. This Agreement, in the case of the Merger, the receipt and each of the Company Stockholder Approval) Documents have been, or prior to the Additional Agreements. This Agreement Closing will be, duly and the Additional Agreements to which the Company is a party have been duly validly executed and delivered by the Company and each of its Subsidiaries (to the extent such Person is a party thereto) and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws laws affecting the creditors’ rights of creditors generally and the availability of to general equitable remedies principles (collectively, the “General Enforceability Exceptions”). (b) By resolutions duly adopted The affirmative vote (and not thereafter modified in person or rescindedby proxy) by the requisite vote of the Board holders of Directors a majority of the Company, Voting Shares at a meeting of the Board of Directors shareholders of the Company has (ior written consent in lieu thereof) approved the execution, delivery and performance by the Company in favor of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to and the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement Merger (the “Company Stockholder Shareholder Approval”) is the only vote vote, approval or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company Shares that is necessary to adopt this Agreement and approve the Merger and the consummation transactions contemplated hereby and such Shareholder Approval was obtained at a duly authorized meeting of the other transactions contemplated herebyshareholders of the Company.

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Shareholder Approval. The execution and delivery by the Company of this Agreement and the Additional Ancillary Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Ancillary Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Shareholder Approval) or the Additional Ancillary Agreements. This Agreement and the Additional Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Ancillary Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Ancillary Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and fair to and in the best interests of the Company and the Company StockholdersShareholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders Shareholders for consideration and recommended that all of the Company Stockholders Shareholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority (on an as-converted basis) of the voting power of the shares of Company Common Stock Shareholders, who deliver written consents or are present in person or by proxy at such meeting and entitled to vote thereon to adopt are required to, and shall be sufficient to, approve this Agreement and the transactions contemplated hereby (the “Company Stockholder Shareholder Approval”) ). The Company Shareholder Approval is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Purchaser or Merger Sub 1 is a party, and the consummation of the transactions contemplated hereby or thereby (aincluding the Merger), have been duly and validly authorized by all requisite corporate action, and no other act or proceeding (corporate or otherwise) The Company on the Purchaser’s or Merger Sub 1’s, as applicable, part are necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby (including the Merger), other than approval of this Agreement by Purchaser as the sole stockholder of Merger Sub 1 and the filing of the Articles of Merger as required by the Nevada Act. Each of the Purchaser and Merger Sub 1 has all requisite corporate power and authority and full legal capacity to execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreementsperform its obligations hereunder. This Agreement and each of the Additional Agreements other agreements and instruments contemplated hereby to which the Company Purchaser or Merger Sub 1 is a party have has been duly executed and delivered by the Purchaser or Merger Sub 1, as applicable, and assuming that this Agreement and each of the other agreements and instruments contemplated hereby to which the Purchaser or Merger Sub 1 is a party has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and each of the Additional Agreements other agreements and instruments contemplated hereby to which the Company Purchaser or Merger Sub 1 is a party constitute constitutes a legal, valid and binding obligation of the CompanyPurchaser or Merger Sub 1, as applicable, enforceable against the Company in accordance with their respective its terms, subject to bankruptcyexcept as enforceability may be limited by bankruptcy laws, insolvency, fraudulent transfer, moratorium, reorganization or other similar Laws laws affecting the creditors’ rights and general principles of creditors generally and equity effecting the availability of specific performance and other equitable remedies (the “Enforceability Exceptions”)remedies. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. Except as set forth in the Schedule of Exceptions: (ai) The Company Each Seller (x) has all requisite corporate right, power and authority (corporate or otherwise) to execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case each of the Merger, subject other agreements and instruments referred to receipt of herein to be entered into by such party at or prior to any Closing (including the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and Certificate) in connection with the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case "Other Agreements") and to perform its obligations and consummate all of the Mergertransactions contemplated hereunder and thereunder, including the receipt sale and issuance of the Company Stockholder Approvalshares of Series A Preferred Stock to be purchased by each Purchaser at the Initial Closing, and (y) all corporate proceedings and corporate authorizations which are necessary on the part of such Seller and each of its Subsidiaries have been taken or secured to authorize the Additional Agreements. execution, delivery and performance of this Agreement and each of the Other Agreements by such Seller, it being understood and agreed that any sale pursuant to Section 2(b) hereof shall require approval of the Board of Directors of the Company. (ii) This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company andand constitutes, assuming the due authorization, execution and delivery by each of the other parties hereto Other Agreements when executed and delivered by each Seller Exhibit 10.14 party thereto, this Agreement and will constitute the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation obligations of the Companysuch Seller, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization insolvency or other similar Laws laws affecting the enforceability of creditors' rights of creditors generally and court decisions with respect thereto, and the availability discretion of courts in granting equitable remedies (the “Enforceability Exceptions”)remedies. (biii) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote The shares of the Board Series A Preferred Stock to be purchased by each Purchaser at the applicable Closing have been duly authorized and, when delivered, will be duly and validly issued and outstanding, fully paid and nonassessable, and will be free of Directors of the CompanyEncumbrances, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of other than those contained in this Agreement, the Additional Agreements to which it is a party Existing Stockholders Agreement, the Restated Stockholders Agreement and the consummation Certificate, existing under applicable securities laws or created by the Purchasers. The New Common Stock of the transactions contemplated hereby Company issuable upon conversion of the Series A Preferred Stock (the "Conversion Shares"), as of the applicable Closing, will (x) be duly authorized, (y) be reserved for issuance upon conversion of the Series A Preferred Stock issued at the applicable Closing, and thereby(z) when issued, including the Mergerbe duly and validly issued and outstanding, on the terms fully paid and subject to the conditions set forth herein nonassessable and therein; (ii) determined that free of Encumbrances, other than those contained in this Agreement, the Additional Agreements to which it is a partyExisting Stockholders Agreement, the Restated Stockholders Agreement and the transactions contemplated hereby and therebyCertificate, upon existing under applicable securities laws or created by the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyPurchasers.

Authorization. (a) The Company Except as set forth in Schedule 3.2 to the ANI Disclosure Letter, each of ANI and NFLI has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party and Agreement, to consummate the transactions contemplated hereby and thereby, in to perform all the case of the Merger, subject terms and conditions hereof to receipt of the Company Stockholder Approvalbe performed by it. The execution Execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto ANI and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the CompanyNFLI, the Board of Directors of the Company has (i) approved the execution, delivery and performance by ANI and NFLI of all the Company terms and conditions hereof to be performed by each of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby have been duly authorized and thereby, including the Merger, on the terms and approved by all requisite corporate action subject only to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption approval of this Agreement be submitted to the Company Stockholders for consideration and recommended that all sale of the Company Stockholders adopt this Agreement. The affirmative vote or written consent Shares by the holders of Persons holding a majority of the voting power outstanding shares of the shares common stock of Company Common Stock entitled ANI. This Agreement constitutes the valid and legally binding obligation of each of ANI and NFLI, enforceable in accordance with its terms, subject to vote thereon applicable bankruptcy, insolvency, moratorium or other similar laws relating to adopt creditors' rights and general principles of equity. (b) Except as set forth in Schedule 3.2 of the ANI Disclosure Letter, neither the execution and delivery of this Agreement (nor the “Company Stockholder Approval”) is the only vote consummation or consent performance of any of the holders Contemplated Transactions will, directly or indirectly (with or without notice or lapse of Company Common Stock time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any other class Order to which any Acquired Company or series of capital stock ANI, or any of the Company assets owned or used by any Acquired Company, may be subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is necessary held by any Acquired Company or that otherwise relates to adopt the business of, or any of the assets owned or used by, any Acquired Company; (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company; except for any of the foregoing matters in (i)-(v) which would not result in a Material Adverse Effect, impair in any material respects the ability of ANI to perform its obligations under this Agreement and approve the Merger and Agreement, or prevent or materially delay the consummation of the other transactions contemplated herebyContemplated Transactions. Except as set forth in Schedule 3.2 of the Disclosure Letter, neither ANI nor any Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, except for instances in which failure to provide notice or obtain any Consent would not have a Material Adverse Effect. (c) ANI is acquiring the Promissory Note for its own account and not with a view to distribution within the meaning of Section 2(11) of the Securities Act.

Authorization. (a) The Company Each Seller has all the requisite corporate power and authority to execute and deliver this Agreement and the Additional Seller Ancillary Agreements to which it is to be a party party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Each of Sellers' Affiliates has the requisite power and authority to execute and deliver the Seller Ancillary Agreements to which it is to be a party, in to perform its obligations thereunder, and to consummate the case of the Merger, subject to receipt of the Company Stockholder Approvaltransactions contemplated thereby. The execution and delivery by the Company each Seller of this Agreement and the Additional Seller Ancillary Agreements to which it is to be a party party, the performance by each Seller of its obligations hereunder and thereunder, and the consummation by the Company each Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized and approved by all necessary corporate action on the part of each Seller and do not require any further authorization or consent of any Seller. The execution and delivery of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Seller Ancillary Agreements to which it is to be a party or to consummate by each of Sellers' Affiliates, the performance by each of Sellers' Affiliates of its obligations thereunder, and the consummation by each of Sellers' Affiliates of the transactions contemplated thereby, will have been duly authorized and approved by this Agreement (other than, in the case all necessary action of the Merger, the receipt such Affiliate when such Seller Ancillary Agreements are executed and delivered and will not require any further authorization or consent of the Company Stockholder Approval) or the Additional Agreementsany such Affiliate. This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company each Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, this Agreement constitutes a legal, valid and binding agreement of each Seller, enforceable against each Seller in accordance with its terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors' rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery of the Seller Ancillary Agreements to which it is a party by each Seller or each Seller Affiliate at the Closing and, assuming the due authorization, execution and delivery of the Ancillary Agreements by the other parties thereto, each of the other parties hereto and thereto, this Agreement and the Additional Seller Ancillary Agreements to which the Company is a party will constitute a legal, valid and binding obligation of the CompanySellers or such Affiliates, enforceable against the Company Sellers or such Seller Affiliates in accordance with their its respective terms, subject to except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, fraudulent transfer, moratorium, reorganization or other similar Laws laws affecting or limiting the enforcement of creditors' rights of creditors generally and the availability except as such enforceability is subject to general principles of equitable remedies equity (the “Enforceability Exceptions”regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company Genworth has all requisite full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and each of Genworth and the Additional Agreements Stock Sale Companies, as applicable, has full corporate power and authority to execute and deliver each Ancillary Agreement and other agreement or instrument to which it is a party executed in connection herewith and delivered pursuant hereto and to consummate the transactions contemplated hereby perform its obligations thereunder. Genworth’s execution, delivery and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company performance of this Agreement and the Additional execution, delivery and performance of all Ancillary Agreements to which it is a party and all other agreements and instruments by Genworth and each of the consummation by the Company of Stock Sale Companies, as applicable, in connection herewith and delivered pursuant hereto and the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No requisite action, and no other corporate proceedings on the part of Genworth or the Company Stock Sale Companies are necessary to authorize this Agreement or the Additional Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. This Agreement, the Ancillary Agreements and all other agreements or instruments executed by this Agreement (other than, in the case Genworth or any of the Merger, the receipt Stock Sale Companies in connection herewith and delivered by Genworth or any of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party Stock Sale Companies pursuant hereto have been duly and validly executed and delivered by Genworth or such Stock Sale Company and this Agreement, the Company and, assuming the due authorization, execution Ancillary Agreements and delivery all other agreements and instruments executed by each Genworth or any of the other parties Stock Sale Companies in connection herewith and delivered by Genworth or any of the Stock Sale Companies pursuant hereto and thereto, this Agreement and constitute the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Genworth or such Stock Sale Company, as the case may be, enforceable against the Company in accordance with their respective terms, terms (subject to any applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or other similar Laws affecting generally the enforcement of creditors’ rights and by general principles of creditors generally and the availability of equitable remedies equity (the “Enforceability Exceptions”whether considered at law or in equity)). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company Seller of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional any Related Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class agreements and instruments to be delivered hereunder or series of capital stock of the Company that thereunder to which it is necessary to adopt this Agreement and approve the Merger a party, and the consummation by Seller of the Transaction and the other transactions contemplated herebyhereunder and thereunder, have been duly authorized by all necessary limited liability company action on the part of Seller. Each Other Seller Entity has all requisite corporate, limited liability company or equivalent power and authority to enter into any Related Agreements to which it will be a party and to consummate the transactions contemplated thereby. This Agreement has been duly executed and delivered by Seller and, assuming due authorization and delivery by Buyer, this Agreement constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws now or hereafter in effect relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the "Bankruptcy and Equity Exceptions"). (b) Each Signing Related Agreement to which Seller or any Other Seller Entity is a party has been duly executed and delivered by Seller or such Other Seller Entity, as applicable, and, assuming due authorization and delivery by the other parties thereto, each such Signing Related Agreement constitutes a valid and binding obligation of Seller or such Other Seller Entity, as applicable, enforceable against each applicable Seller Entity in accordance with its respective terms, except as enforceability may be limited by the Bankruptcy and Equity Exceptions. Each other Related Agreement to which Seller or any Other Seller Entity is a party, when entered into at the times provided for in this Agreement, will be at such time duly executed and delivered by Seller or such Other Seller Entity, as applicable, and, assuming due authorization and delivery by the other parties thereto, each such other Related Agreement will constitute a valid and binding obligation of Seller or such Other Seller Entity, as applicable, enforceable against each applicable Seller Entity in accordance with its respective terms, except as enforceability may be limited by the Bankruptcy and Equity Exceptions.

Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional any Ancillary Agreements to which it is will be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in and each other Acquired Company has all requisite power and authority to execute and deliver any Ancillary Agreements to which it will be a party, to perform its obligations thereunder and to consummate the case of the Merger, subject to receipt of the Company Stockholder Approvaltransactions contemplated thereby. The execution and delivery by of, and performance by, the Company of this Agreement has been, and with respect to the Additional Ancillary Agreements to which it is will be a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly party, will be prior to Closing, authorized by all necessary corporate action on the part of the Company. No Company and its directors and members, and the execution and delivery of, and performance by, each other corporate proceedings Acquired Company with respect to any Ancillary Agreements to which it will be a party, will be prior to Closing, authorized by all necessary action on the part of the each such Acquired Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanand its respective directors, in the case of the Mergermembers and shareholders, the receipt of the Company Stockholder Approval) or the Additional Agreementsas applicable. This Agreement has been, and the Additional Agreements each Ancillary Agreement to which the Company is or any other Acquired Company will be a party have been party, will be at or prior to Closing, duly and validly executed and delivered by the Company andor such other Acquired Company, assuming as applicable. Subject to the due authorization, execution and delivery by each of the other parties hereto and theretoParties, this Agreement will, upon due execution and the Additional Agreements to which the Company is delivery, be a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance, and other similar Laws and principles of equity affecting creditors’ rights and remedies generally (the “General Enforceability Exceptions”), and subject to the due authorization, execution and delivery by the other parties thereto, each Ancillary Agreement will, upon due execution and delivery, be the valid and binding obligation of the Company or each other Acquired Company that is a party thereto, enforceable against the Company or each other Acquired Company that is a party thereto in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “General Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. (a) The Company Each of Parent and Acquisition Sub has all requisite ------------- corporate power and authority authority, and has taken all corporate action necessary, to execute and deliver this Agreement and the Additional Ancillary Agreements to which it Acquisition Sub or Parent is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approvalparty. The execution and delivery by the Company Acquisition Sub and Parent of this Agreement and the Additional Ancillary Agreements to which it Acquisition Sub or Parent is a party and the consummation by the Company Acquisition Sub and Parent of the transactions contemplated hereby and thereby have been duly authorized approved by all necessary corporate action the board of directors of Acquisition Sub and Parent, respectively. Except as set forth on the part of the Company. No other Schedule 5.3 hereto, no corporate proceedings on the part ------------ of the Company Acquisition Sub or Parent are necessary to authorize this Agreement or and the Additional Ancillary Agreements to which it Acquisition Sub or Parent is a party or to consummate and the transactions contemplated by hereby and thereby other than the approval of this Agreement (other than, in and the case transactions contemplated hereby by the stockholders of the Merger, the receipt of the Company Stockholder Approval) or the Additional AgreementsParent. This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company andAcquisition Sub and Parent and is, assuming the due authorization, and upon execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Ancillary Agreements to which the Company Acquisition Sub or Parent is a party constitute a will be, legal, valid and binding obligation obligations of the CompanyAcquisition Sub and/or Parent, as applicable, enforceable against the Company Acquisition Sub and/or Parent, as applicable, in accordance with their respective terms, subject to in each case except as such enforceability may be limited by (i) bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or and other similar Laws laws affecting the creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreementthe general principles of equity, the Additional Agreements to which it is regardless of whether asserted in a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and proceeding in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote equity or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyat law.

Authorization. (a) The Company Buyer has all requisite corporate power and authority authority, and has taken all corporate action necessary, to execute and deliver this Agreement and each of the Additional Ancillary Agreements to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party Buyer and the consummation by the Company Buyer of the transactions contemplated hereby and thereby have been duly authorized approved by all necessary corporate action on the part board of directors of Buyer. Buyer is not required to obtain the approval of the Companyshareholders of Buyer to execute and deliver this Agreement and the Ancillary Agreement or to consummate the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company Buyer are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, including valid and binding obligations of the MergerBuyer enforceable against Buyer in accordance with its terms, on the terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and subject to the conditions set forth herein and therein; (ii) determined general principles of equity that this Agreement, restrict the Additional availability of equitable remedies (regardless of whether enforceability is considered in a proceeding in equity or at law). Each of the Ancillary Agreements to which it is a party, upon their execution and delivery by the transactions contemplated hereby Buyer, will constitute the legal, valid and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests binding obligations of the Company Buyer enforceable against Buyer in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the Company Stockholders; availability of equitable remedies (iii) directed that the adoption regardless of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote whether enforceability is considered in a proceeding in equity or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyat law).

Authorization. (a) The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Additional Agreements Agreement, to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Mergerperform its obligations hereunder and, subject to receipt of the Requisite Company Stockholder ApprovalVote, to execute and deliver the Plan of Merger and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the Plan of Merger, and the consummation of the Merger and the other Transactions, have been duly and validly authorized by the Company Board and other than such filings and recordation as required by the CICA, 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 Additional Agreements to which it is a party Plan of Merger, and the consummation by the Company it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanTransactions, in each case, subject, in the case of the Plan of Merger and the Merger, the to receipt of the Requisite Company Stockholder ApprovalVote. (b) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by each of the other parties hereto Parent and theretoMerger Sub, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, subject to except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization moratorium or other similar Laws affecting the Laws, now or hereafter in effect, relating to creditors’ rights generally, and (b) general principles of creditors generally equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and the availability of equitable remedies (b) collectively, the “Enforceability Exceptions”). (bc) By The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted (by vote of those directors voting at a meeting duly called and held and not thereafter subsequently rescinded or modified or rescinded) by the requisite vote of the Board of Directors of the Companyin a manner adverse to Parent, the Board of Directors of the Company has (i) determined that it is fair to, and in the best interests of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger; (ii) authorized and approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to and the Company Stockholders for consideration and recommended that all Plan of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the Transactions; and (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions to the holders of Shares (the “Company Recommendation”). As of the date hereof, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (d) The Special Committee has received from Duff & P▇▇▇▇▇, LLC (the “Financial Advisor”) its written opinion, dated the date of this Agreement, to the effect that, the Per Share Merger Consideration to be received by the holders of Shares (other transactions contemplated herebythan Excluded Shares, Dissenting Shares and Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Proxy Statement and Schedule 13E-3.

Authorization. (a) The Company Each of the Sellers has all requisite corporate power and authority to own, lease and operate its assets and to conduct its business as it is presently being conducted. Each Seller has all requisite power and authority, and has taken all action necessary, to execute and deliver this Agreement and the Additional Ancillary Agreements to which it is a party and party, to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject thereby and to receipt of the Company Stockholder Approvalperform its obligations hereunder and thereunder. The execution and delivery by the Company each Seller of this Agreement and the Additional Ancillary Agreements to which it is a party and the consummation by the Company each Seller of the transactions contemplated hereby and thereby have been duly authorized approved by all necessary the board of directors and, to the extent required under applicable corporate action laws, shareholders of such Seller. No other proceedings or actions on the part of the Company. No other corporate proceedings on the part of the Company are any Seller is necessary to authorize this Agreement or and the Additional Ancillary Agreements to which it is a party or to consummate and the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreementshereby and thereby. This Agreement and each of the Additional Ancillary Agreements to which the Company any Seller is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution such Seller and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company such agreement is a party constitute a legal, valid and binding obligation of the Companysuch Seller, enforceable against the Company such Seller in accordance with their respective its terms, subject to except as such enforceability may be limited by (i) bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or and other similar Laws laws affecting the creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreementgeneral principles of equity, the Additional Agreements to which it is regardless of whether asserted in a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and proceeding in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote equity or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyat law.

Authorization. (a) The Other than the Company Shareholders’ Approval, as applicable, each of the Company and each Merger Sub has all requisite corporate power power, and authority to (i) enter into, execute and deliver this Agreement and each of the Additional Agreements other Transaction Documents to which it is or will be a party party, and to (ii) consummate the transactions contemplated hereby and thereby, in thereby (including the case Transactions) and perform all of the Merger, subject to receipt of the Company Stockholder Approvalits obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the Additional Agreements other Transaction Documents to which it the Company and each Merger Sub is a party and the consummation by the Company of the transactions contemplated hereby and thereby (including the Transactions) have been duly and validly authorized and approved by all necessary the Company Board, and the board of directors of each Merger Sub, and other than the Company Shareholders’ Approval, no other company or corporate action on the part of the Company. No other corporate proceedings proceeding on the part of the Company are or either Merger Sub is necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements other Transaction Documents to which the Company or either Merger Sub is a party. This Agreement has been, and on or prior to the Closing, the other Transaction Documents to which the Company or either Merger Sub is a party have been will be, duly and validly executed and delivered by the Company or either Merger Sub, as applicable, and, assuming the due and valid authorization, execution and delivery by each of the other parties party hereto and thereto, this Agreement constitutes, and on or prior to the Additional Agreements Closing, the other Transaction Documents to which the Company or either Merger Sub is a party constitute will constitute, a legal, valid and binding obligation of the Company, Merger Sub 1 or Merger Sub 2, as applicable, enforceable against the Company or either Merger Sub, as applicable, in accordance with their respective its terms, subject to except (a) as limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization and other applicable Laws now or similar hereafter in effect of general application affecting enforcement of creditors’ rights generally, and (b) as limited by applicable Laws affecting the rights of creditors generally and relating to the availability of specific performance, injunctive relief, or other equitable remedies (collectively, the “Enforceability Exceptions”). (b) By resolutions duly adopted (The Company Shareholders’ Approval are the only votes and not thereafter modified or rescinded) by the requisite vote approvals of the Board holders of Directors of the Company, the Board of Directors Company Shares and other Equity Securities of the Company has (i) approved the execution, delivery and performance necessary in connection with execution by the Company of this Agreement, Agreement and the Additional Agreements other Transaction Documents to which it the Company is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject . (c) On or prior to the conditions set forth herein and therein; (ii) determined that date of this Agreement, the Additional Agreements Company Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which it the Company is a party, party and the transactions contemplated hereby and thereby, upon thereby (including the terms and subject to the conditions set forth herein, are advisable and Transactions) would be in the best interests of the Company (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company Stockholders; is a party and the transactions contemplated hereby and thereby (including the Transactions), and (iii) directed directing that the adoption of this Agreement be submitted to the Company Stockholders Shareholders for consideration and recommended that all of the Company Stockholders adopt this Agreementadoption. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.37