Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of the Parent Parties and Merger Sub of the transactions to which it is a party contemplated hereby and thereby have been duly authorized and approved by all necessary corporate or other similar action on the part of Parent and Merger Sub, and no other corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party or Merger Sub are 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 thanhereby, in the case except that consummation of the Merger, Merger is subject to the receipt effectiveness of the Parent Stockholder Approval) or Certificate of Merger with the Additional AgreementsSecretary of State of the State of Delaware. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such each of Parent Party 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 thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partyand Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. Bankruptcy and Equity Exception. (b) The approval respective Boards of Directors of Parent and Merger Sub, each at a meeting duly called and held and at which a quorum of directors was present, have by resolutions duly adopted unanimously (i) determined that this Agreement and the Merger are in the best interests of Parent and Merger Sub, respectively, and declared the Merger to be advisable, (ii) approved and adopted this Agreement and the plan of merger herein providing for the Merger, upon the terms and subject to the conditions set forth herein and (iii) approved the execution, delivery and performance by Parent or Merger Sub, as the case may be, of this Agreement 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 this Agreement by subject to the affirmative vote conditions set forth herein. (c) Parent, as the sole stockholder of holders of a majority Merger Sub as of the then outstanding shares date of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meetingthis Agreement, assuming a quorum is present, is the only has adopted this Agreement. No other vote of the holders of any class or series of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “of Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is required by Law, the only vote Constituent Documents of Parent or Merger Sub or otherwise for Parent and Merger Sub to issue the holders shares of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve Parent Common Stock representing the Merger and Consideration or to otherwise consummate the consummation of the other transactions to which they are a party contemplated hereby.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties and Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by Parent and Merger Sub of the Transactions are within the corporate powers of each of Parent and Merger Sub and, except for the Parent Parties required approval and adoption of this Agreement by the transactions contemplated hereby and thereby stockholder of Merger Sub, have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreementsand Merger Sub. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such each of Parent Party and, and M▇▇▇▇▇ Sub and (assuming the due authorization, execution and delivery by each of the other parties hereto hereto) constitutes a valid and binding agreement of each of Parent and Merger Sub that is a party thereto enforceable against such Person in accordance with its terms (other than subject to the Bankruptcy and Equity Exceptions). (b) At a meeting duly called and held, the Board of Directors of Parent Party), has unanimously (i) determined that this Agreement and the Additional Agreements Transactions (including the Parent Share Issuance) are advisable, fair to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares best interests of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt stockholders and (ii) approved, adopted and declared advisable this Agreement and approve the Transactions (including the Parent Share Issuance). The Board of Directors of Merger Sub has unanimously adopted resolutions (the “Parent Stockholder Approval”i) determining that this Agreement and the consummation of Transactions are advisable, fair to and in the other transactions contemplated hereby. The affirmative vote or written consent best interests of the sole stockholder of Merger Sub, (ii) approving, adopting and declaring advisable this Agreement and the Merger Sub is Transactions, (iii) directing that this Agreement be submitted for approval and adoption by the only vote of the holders of any sole stockholder of Merger Sub’s capital stock necessary to adopt , and (iv) recommending approval and adoption of this Agreement and approve (including the Merger) by the sole stockholder of Merger and the consummation Sub. The Board of Directors of neither Parent nor M▇▇▇▇▇ Sub has subsequently rescinded, modified or withdrawn any of the other transactions contemplated herebyforegoing resolutions.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party (including with respect to the PIPE Investment) have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is presentpresent (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each Parent has, and at the time of the Parent Parties has its incorporation, Merger Sub will have, all requisite corporate power and authority to execute and deliver this Agreement (in the case of Merger Sub, by executing and delivering the Additional Agreements to which it is a partyJoinder Agreement), 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 Parent Stockholder Approvalhereby. The execution and delivery by each of the Parent Parties of this Agreement (in the case of Merger Sub, by executing and delivering the Additional Agreements to which it is a party Joinder Agreement) by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub, the performance of their obligations hereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been (in the case of Parent) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub) duly authorized by all necessary corporate action on the part of such Parent Partyand Merger Sub. No other corporate proceedings proceeding on the part of such Parent Party are or 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 execution and delivery of this Agreement (other than, in the case of Merger Sub, by the Mergerexecution and delivery of the Joinder Agreement), the receipt performance by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of their obligations hereunder and the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of the Parent Stockholder Approval) or the Additional Agreementstransactions contemplated hereby. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andAgreement, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partyand, upon the execution and delivery of the Joinder Agreement by Merger Sub, will constitute a valid and binding obligation of Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. As of the date of this Agreement, the Parent Board has, and, upon the execution and delivery of the Joinder Agreement by ▇▇▇▇▇▇ Sub, the board of director of Merger Sub will have, approved and declared advisable this Agreement and the transactions contemplated hereby. Upon the execution and delivery of the Joinder Agreement by ▇▇▇▇▇▇ Sub, Parent, as the sole stockholder of Merger Sub, will have approved and adopted this Agreement and the transactions contemplated hereby. The approval Parent Board, at a meeting duly called and held, has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) determined that the terms of this Agreement and the transactions contemplated hereby, including the Merger and this Agreement by the affirmative vote of holders of a majority of Parent Share Issuance, are fair to, and in the then outstanding shares best interests of, Parent and its stockholders, (ii) determined that it is in the best interests of Parent Common Stock present in person or by proxy and entitled its stockholders and declared it advisable for Parent to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt enter into this Agreement and approve perform its obligations hereunder and (iii) approved the Merger (execution and delivery by Parent of this Agreement, the “performance by Parent Stockholder Approval”) of its covenants and agreements contained herein and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt by this Agreement and approve Agreement, including the Merger and the consummation of Parent Share Issuance, upon the other transactions contemplated herebyterms and subject to the conditions contained herein.

Corporate Authorization. Each Assuming that the representations and warranties of Parent and Merger Sub contained in Section 5.5(c) are true and correct, the Parent Parties Company has all requisite necessary corporate power and authority to execute and deliver enter into this Agreement and and, subject to the Additional Agreements receipt of the Requisite Company Vote if the adoption of this Agreement by the Company’s shareholders is required by Law in order to which it is a partyconsummate the Merger, 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 Parent Stockholder Approvalby this Agreement. The execution Company Board at a meeting duly called and delivery by each of the Parent Parties of held has unanimously (a) determined that this Agreement and the Additional Agreements Transactions are in the best interests of the Company’s shareholders, (b) approved and declared advisable this Agreement, the Offer, the Merger and the other Transactions in accordance with the requirements of applicable Law, (c) resolved, subject to which it the terms of this Agreement, to recommend that stockholders of the Company accept the Offer and tender their shares of Common Stock pursuant to the Offer and, to the extent required under applicable Laws, adopt this Agreement, (d) authorized the Top-Up Option, the issuance of the Top-Up Shares and the form of promissory note deliverable by Merger Sub in consideration of the Top-Up Shares, and (e) to the extent necessary, adopted a resolution having the effect of causing the Merger, this Agreement and the transactions contemplated by this Agreement not to be subject to any state takeover law or similar Law that might otherwise apply to the Merger or any of the other transactions contemplated by this Agreement. Assuming that the representations and warranties of Parent and Merger Sub contained in Section 5.5(c) are true and correct and other than the Requisite Company Vote if the adoption of this Agreement by the Company’s shareholders is a party required by Laws in order to consummate the Merger, the execution, delivery and performance of this Agreement by the Company and the consummation by each of the Parent Parties Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional AgreementsCompany. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute constitutes a legal, valid and binding obligation agreement of such Parent Partythe Company, enforceable against such Parent Party the Company in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the Parent Parties (a) SE Corp has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder ApprovalTransactions. The execution and delivery by each of the Parent Parties of this Agreement and such other Transaction Documents, the Additional Agreements to which it is a party performance of SE Corp’s obligations hereunder and thereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreements. SE Corp. This Agreement and the Additional Agreements other Transaction Documents to which such Parent Party SE Corp is a party have been duly executed and delivered by such Parent Party SE Corp and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by SEP and each of the other parties hereto and Person that is or will be a party thereto (other than a Parent PartyAffiliates of SE Corp), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a constitutes legal, valid and binding obligation obligations of SE Corp, enforceable against SE Corp in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally or, as to enforceability, by general equitable principles (the “Bankruptcy and Equity Exception”). (b) Each Contributor has all requisite corporate, limited partnership or limited liability company (as applicable) power and authority to execute and deliver the Transaction Documents to which it is or will be a party, to perform its obligations thereunder and to consummate the Transactions. The execution and delivery by each Contributor of the Transaction Documents to which it is or will be a party, the performance of each Contributor’s obligations thereunder and the consummation of the Transactions have been (or will be, prior to the execution and delivery thereof) duly authorized by all necessary action of such Parent PartyContributor. The Transaction Documents to which each Contributor is or will be a party have been or will be duly executed and delivered by such Contributor and, assuming the due authorization, execution and delivery of such Transaction Documents by each other Person that is or will be a party thereto (other than Affiliates of SE Corp), constitute legal, valid and binding obligations of such Contributor, enforceable against such Parent Party Contributor in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger Bankruptcy and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyEquity Exception.

Corporate Authorization. Each of the Parent Parties (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, to perform its obligations hereunder and, subject only to the adoption of this Agreement by the affirmative vote by a special resolution (which requires the affirmative vote of a majority of at least two-thirds of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given as a matter of Cayman Islands law) at an extraordinary general meeting of the Company (the “Company Shareholder Approval”) and thereunderthe filing of the Cayman Merger Documents with the Cayman Islands Registrar of Companies in accordance with the Companies Law, and to consummate the Merger and the other transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approvalhereby. The execution execution, delivery and delivery performance by each of the Parent Parties Company of this Agreement and the Additional Agreements to which it is a party consummation by the Company of the Merger and the consummation by each of the Parent Parties of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No the Company, and no other corporate proceedings actions on the part of such Parent Party 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 (other thanhereby, subject, in the case of the Merger, to obtaining the receipt Company Shareholder Approval and the filing of the Parent Stockholder ApprovalCayman Merger Documents with the Cayman Islands Registrar of Companies in accordance with the Companies Law. (b) or The Board of Directors of the Additional Agreements. This Company, at a meeting duly called and held, has unanimously adopted resolutions (i) determining that the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, the Company, (ii) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated hereby, (iii) approving the execution, delivery and performance of this Agreement and the Additional Agreements consummation of the Merger and the other transactions contemplated hereby, (iv) directing that the adoption of this Agreement be submitted to which the holders of Company Shares for consideration and (v) recommending the consummation of the Merger and the adoption of this Agreement by the holders of Company Shares (such Parent Party is a party recommendation, the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. (c) This Agreement has been duly executed and delivered by such Parent Party the Company and, assuming the due authorizationpower and authority of, and due execution and delivery by each of the other parties hereto by, Parent and thereto (other than Merger Sub, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partythe Company, enforceable against such Parent Party the Company in accordance with their respective its terms, subject to . (d) Each Company Share Option (i) was granted in compliance in all material respects with all applicable Laws and the Enforceability Exceptions. The approval terms and conditions of the Merger Company Share Plan pursuant to which it was issued, and this Agreement by (ii) qualifies for the affirmative vote of holders of a majority of Tax and accounting treatment afforded to such Company Share Option in the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of ParentCompany’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyTax Returns.

Corporate Authorization. Each of the The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each Parent of the Parent Parties of the transactions contemplated hereby Transactions are within Parent’s corporate powers and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No and no other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or to consummate the Additional Agreements Transactions. The execution, delivery and performance of this Agreement by Merger Sub and the consummation by Merger Sub of the Merger and the Transactions are within Merger Sub’s corporate powers and have been duly authorized by all necessary corporate action on the part of Merger Sub and no other corporate proceedings on the part of Merger Sub are necessary to which it is a party authorize this Agreement or to consummate the transactions contemplated by this Agreement Transactions (other than, in the case of with respect to the Merger, the receipt approval and adoption of this Agreement by Parent as the holder of a majority of the outstanding shares of Merger Sub Common Stock and the filing of appropriate merger documents as required by Nevada Law). The board of directors of Merger Sub has unanimously approved and declared advisable this Agreement and the Transactions, including the Merger, in accordance with the requirements of Nevada Law and resolved to recommend to Parent Stockholder Approval) or that it vote in favor of the Additional Agreementsadoption of this Agreement and the Transactions, including the Merger, in accordance with Nevada Law. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly and validly executed and delivered by such Parent Party and Merger Sub and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation agreement of such each of Parent Partyand Merger Sub, enforceable against such each of Parent Party and Merger Sub in accordance with their respective its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar applicable Laws affecting creditors’ rights generally and by general principles of equity. Since incorporation, Merger Sub has not carried on any business or conducted any operations other than the Enforceability Exceptionsexecution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto. The approval Parent owns all of the Merger issued and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy Merger Sub capital stock, free and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders clear of any Liens. To the knowledge of Parent’s capital stock necessary Parent and Merger Sub, no state takeover statute is applicable to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of or the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyTransactions.

Corporate Authorization. Each (a) Seller has, with respect to Section 5.10 and Article VIII, full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Seller of this Agreement, with respect to Section 5.10 and Article VIII, have been duly and validly authorized and no additional corporate, shareholder or similar authorization or consent is required in connection with the execution, delivery and performance by Seller of this Agreement. (b) Without limiting Section 3.3(a), subject to the entry of the Parent Parties [Confirmation]Transaction Order and its effectiveness at the Closing, (i) Seller has all requisite full corporate power and authority to execute and deliver this Agreement and each of the Additional Ancillary Agreements to which it is a party, and to perform its obligations hereunder and thereunderthereunder and (ii) the execution, delivery and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties Seller of this Agreement and each of the Additional Ancillary Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly and validly authorized and no additional corporate, shareholder or similar authorization or consent is required in connection with the execution, delivery and performance by all necessary corporate action on the part Seller of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or any of the Additional Ancillary Agreements to which it is a party party. (c) Each Affiliate of Seller has or prior to consummate the transactions contemplated by this Agreement (other thanClosing will have, in subject to the case entry of the Merger[Confirmation]Transaction Order and its effectiveness at the Closing, full corporate, partnership or similar power and authority to execute and deliver each Ancillary Agreement or Closing document to which it is (or will be) a party and to perform its obligations thereunder. Subject to the entry of the [Confirmation]Transaction Order, the receipt execution, delivery and performance by each Affiliate of Seller of each Ancillary Agreement or Closing document to which it is (or will be) a party has been or prior to the Closing will have been duly and validly authorized, and no additional corporate authorization or consent is or will be required in connection with the execution, delivery and performance by any Affiliate of Seller of the Parent Stockholder Approval) Ancillary Agreements or the Additional Agreements. This Agreement and the Additional Agreements Closing documents to which such Parent Party Affiliate is (or will be) a party have been or signatory. (d) At a meeting duly executed called and delivered by such Parent Party andheld, assuming the due authorization, execution Board and delivery by the board of directors (or similar governing body) of each of the other parties hereto and thereto Asset Transferring Subsidiary (other than a Parent Partythe Tele-Media Entities (without limiting Section 5.6(h), )) has by the requisite vote (i) determined that this Agreement and the Additional Transaction are in the best interests of Seller, such Asset Transferring Subsidiaries and their respective stakeholders, (ii) approved and adopted this Agreement and (iii) resolved to cause each Asset Transferring Subsidiary to perform its obligations under the Ancillary Agreements to which such Parent Party it is (or will be) a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyparty.

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Subsidiary of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Subsidiary of the transactions contemplated hereby are within the corporate and thereby limited liability company powers of Parent and Merger Subsidiary, respectively, and, except for obtaining the Parent Stockholder Approval, approval of the Charter Amendment by Parent’s Board of Directors and the adoption of this Agreement by the sole member of Merger Subsidiary, have been duly authorized by all necessary corporate or limited liability company action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability ExceptionsMerger Subsidiary. The approval of the Merger and this Agreement by the affirmative vote of the holders of (i) a majority of the then outstanding shares of Parent Common Stock present total votes cast in person or by proxy and entitled to vote at the Parent Stockholder MeetingMeeting in favor of the approval of the issuance of New Parent Stock in the Merger, assuming and (ii) a quorum is presentmajority of the outstanding shares of Parent Stock in favor of the Charter Amendment (collectively, is the “Parent Stockholder Approval”) are the only vote votes of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and in connection with the consummation of the Merger or the approval of the Charter Amendment. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against each of Parent and Merger Subsidiary in accordance with its terms, except (i) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights, and (ii) for the limitations imposed by general principles of equity. (b) At a meeting duly called and held, Parent’s Board of Directors has (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Parent’s stockholders (other than any affiliates of the Company), (ii) approved and adopted this Agreement and the transactions contemplated hereby. The affirmative vote or written consent , (iii) approved and adopted the Charter Amendment and the transactions contemplated thereby, and (iv) resolved (subject to Section 6.04) to recommend (A) approval of the sole stockholder Charter Amendment by Parent’s stockholders (other than any affiliates of the Merger Sub is the only vote Company) and (B) approval of the holders issuance of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve New Parent Stock in the Merger and the consummation by Parent’s stockholders (other than any affiliates of the other transactions contemplated herebyCompany) (such recommendations are collectively referred to as, the “Parent Board Recommendation”).

Corporate Authorization. Each of the Parent Parties (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 partyAgreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyMerger, except for, in the case of consummation of the Merger, subject to receipt the affirmative vote of holders of a majority of the Parent Stockholder Approvaloutstanding shares of the Company’s common stock in favor of the adoption of this Agreement (the “Requisite Company Vote”). The execution and delivery by each Requisite Company Vote is the only vote of the Parent Parties holders of any of the Company’s capital stock or the capital stock of any of its Subsidiaries necessary in connection with consummation of the Merger. The execution, delivery and performance by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 thanCompany, subject, in the case of consummation of the Merger, to the receipt of the Parent Stockholder Approval) or the Additional AgreementsRequisite Company Vote. This Agreement and the Additional Agreements to which such Parent Party is a party have been The Company has duly executed and delivered by such Parent Party this Agreement, and, assuming the due authorization, execution and delivery by each of the other parties hereto Parent and thereto (other than a Parent Party)Merger Sub, this Agreement and the Additional Agreements to which such Parent Party is constitutes a party constitute a legal, valid and binding obligation of such Parent Party, the Company enforceable against such Parent Party the Company in accordance with their respective termsits terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). (b) At a meeting duly called and held, the board of directors of the Company (the “Board of Directors”) has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and the Company Stockholders, (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the requirements of the DGCL and (iii) resolved, subject to the Enforceability Exceptions. The approval Section 6.03(f), to submit this Agreement to a vote of the Merger Company Stockholders and recommend adoption of this Agreement by the affirmative vote of holders of a majority Company Stockholders (such recommendation, the “Company Board Recommendation”). As of the then outstanding shares date of Parent Common Stock present this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyway.

Corporate Authorization. Each of Subject to the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Acquirer Stockholder Approval. The execution , the execution, delivery and delivery performance by each of the Parent Parties Acquirer and Merger Sub of this Agreement and the Additional Agreements to which it the Acquirer or Merger Sub is or will be a party and the consummation by each of the Parent Parties Acquirer and ▇▇▇▇▇▇ Sub of the transactions contemplated hereby and thereby are within the corporate powers of the Acquirer and Merger Sub, as applicable, and have been (or, in the case of any Additional Agreements entered into after the date of this Agreement, will be, upon execution thereof) duly authorized by all necessary corporate action on the part of such Parent Partythe Acquirer and Merger Sub. No other corporate proceedings on the part The execution and delivery of such Parent Party are necessary to authorize this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the Board of Directors of the Acquirer and ▇▇▇▇▇▇ Sub and (B) determined by the Board of Directors of the Acquirer and ▇▇▇▇▇▇ Sub as advisable to the Acquirer’s or the Merger Sub’s stockholders, as applicable, and recommended for the Acquirer Stockholder Approval. This Agreement has been (and each of the Additional Agreements to which it the Acquirer or Merger Sub, as applicable, is or will be a party will be, upon execution thereof) duly executed and delivered by the Acquirer or to consummate Merger Sub, as applicable, and constitutes or will constitute, upon their execution and delivery, as applicable, a valid, legal and binding obligation of the transactions contemplated by Acquirer or Merger Sub, as applicable, (assuming this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement has been and the Additional Agreements to which such Parent Party the Acquirer or Merger Sub, as applicable, is a or will be party have been are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Partythereto), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party the Acquirer or Merger Sub, as applicable, in accordance with their respective terms, its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the Enforceability Exceptions. The approval enforcement of the Merger creditors’ rights and this Agreement by the affirmative vote subject to general principles of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyequity).

Corporate Authorization. Each of (a) The Company has the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunderunder this Agreement, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approvalby this Agreement. The execution and delivery by each of the Parent Parties Company of this Agreement and Agreement, the Additional Agreements to which it is a party performance by the Company of its obligations under this Agreement, and the consummation by each of the Parent Parties Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No Company, and no other corporate proceedings on the part of such Parent Party the Company are necessary to authorize the execution or delivery by the Company of this Agreement, the performance by the Company of its obligations under this Agreement or the Additional Agreements to which it is a party or to consummate consummation by the Company of the transactions contemplated by this Agreement (other thanAgreement, in the case of except, with respect to the Merger, for (i) the receipt adoption of this Agreement by the affirmative vote of the Parent holders of not less than a majority of the outstanding Shares (the “Required Stockholder Approval”) and (ii) the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware. Other than the Required Stockholder Approval, no vote of the holders of any class or series of capital stock or other securities of the Company (including the Series X Preferred Shares, the Company Pre-Funded Warrants, or the Additional AgreementsCompany Common Warrants) is necessary in connection with the execution or delivery by the Company of this Agreement, the performance by the Company of its obligations under this Agreement or the consummation by the Company of the transactions contemplated by this Agreement. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto Parent and thereto (other than Merger Sub, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, the Company enforceable against such Parent Party the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity (the “Enforceability Exceptions. The approval ”). (b) At a meeting duly called and held, the Board of Directors has unanimously (i) determined that this Agreement, the Merger Voting Agreements and this Agreement by the affirmative vote of holders of a majority of transactions contemplated hereby and thereby, including the then outstanding shares of Parent Common Stock present Merger, are fair to, and in person or by proxy the best interests of, the Company and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any the Shares, (ii) approved, adopted and declared advisable this Agreement, the Voting Agreements and the transactions contemplated hereby and thereby, including the Merger, in accordance with the requirements of Parentthe DGCL and (iii) resolved to recommend that the Company’s capital stock necessary stockholders vote to adopt approve the adoption of this Agreement and approve the Merger (such recommendation, the “Parent Stockholder ApprovalBoard Recommendation”) and the consummation ). As of the other transactions contemplated hereby. The affirmative vote date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of withdrawn in any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyway.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approvalhereby. The execution execution, delivery and delivery performance by each of the Parent Parties and Merger Sub of this Agreement and the Additional Agreements to which it is a party consummation by Merger Sub of the Merger and the consummation by each of the Parent Parties of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No and Merger Sub, and no other corporate proceedings actions on the part of such Parent Party or Merger Sub 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 (other thanhereby, subject, in the case of the Merger, to the receipt filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. (b) The Board of Directors of Merger Sub, at a meeting duly called and held or pursuant to action by unanimous written consent, has adopted resolutions that approved and declared this Agreement, the Merger and the other transactions contemplated hereby advisable and in the best interests of Merger Sub and its stockholders and the Board of Directors of each of Parent Stockholder Approvaland Merger Sub have adopted resolutions that approved the execution, delivery and performance of this Agreement by Parent and Merger Sub, respectively, and the consummation of the Merger and the other transactions contemplated hereby. Parent, in its capacity as the sole stockholder of Merger Sub, has executed and delivered to Merger Sub a written consent (which shall be effective immediately following the execution of this Agreement by the parties hereto) or the Additional Agreements. This approving and adopting this Agreement and the Additional Agreements to which execution, delivery and performance of this Agreement by Merger Sub and the consummation by Merger Sub of the Merger and the other transactions contemplated hereby. In each case, such Parent Party is a party resolutions and consents have not been subsequently rescinded, modified or withdrawn. (c) This Agreement has been duly executed and delivered by such each of Parent Party 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 thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partyand Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger Bankruptcy and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyEquity Exception.

Corporate Authorization. Each (a) The execution, delivery and performance by each of the Parent Parties has all requisite corporate power and authority to execute and deliver Merger Sub of this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder consummation by Parent and thereunder, and to consummate Merger Sub of the transactions contemplated hereby and therebyby this Agreement (including, in the case of Parent, the Mergerentry into the New CVR Agreement at or immediately prior to the Merger Effective Time) are within the corporate powers and authority of each of Parent and Merger Sub and, subject to receipt of except for the Parent Stockholder Approval. The execution Approval and delivery by each the required approval of the Parent Parties stockholder of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of Merger Sub in connection with the transactions contemplated hereby and thereby by this Agreement (including the Merger), have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability ExceptionsMerger Sub. The approval of the Merger and this Agreement by the affirmative vote of holders of at least a majority of the then votes cast by holders of outstanding shares of Parent Common Stock present in person or by proxy at a duly called and entitled to vote held meeting of Parent’s stockholders at the Parent Stockholder Meeting, assuming which a quorum is present, present approving the issuance of shares of Parent Common Stock in connection with the Merger (the “Parent Share Issuance”) is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve in connection with the consummation of the Merger (the “Parent Stockholder Approval”). This Agreement has been duly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the Company) constitutes a valid, legal and binding agreement of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms (subject to the Bankruptcy and Equity Exceptions), and the consummation New CVR Agreement will, at the time of its execution by Parent, be duly executed and delivered by Parent and constitute a valid, legal and binding agreement of Parent enforceable against Parent in accordance with its terms (subject to the Bankruptcy and Equity Exceptions). (b) At a meeting duly called and held, the Board of Directors of Parent adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Parent Share Issuance) are fair to and in the best interests of Parent and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Parent Share Issuance), (iii) directing that the approval of the other Parent Share Issuance be submitted to a vote at a meeting of Parent’s stockholders and (iv) recommending approval of the Parent Share Issuance by Parent’s stockholders (such recommendation, the “Parent Board Recommendation”). Except as permitted by Section 7.02, the Board of Directors of Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. (c) The Board of Directors of Merger Sub has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby. The affirmative vote or written consent hereby (including the Merger) are fair to and in the best interests of the sole stockholder of the Merger Sub is and its stockholder, (ii) approving, adopting and declaring advisable this Agreement and the only transactions contemplated hereby (including the Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of the holders of any of Merger Sub’s capital stock necessary to adopt stockholder and (iv) recommending approval and adoption of this Agreement and approve the by Merger and the consummation of the other transactions contemplated herebySub’s stockholder.

Corporate Authorization. Each of the Parent Parties (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement, and, subject only to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Company Stockholder Approval”) and the Additional Agreements to which it is a partyfiling of the Certificate of Merger with the Secretary of State of the State of Delaware, to perform its obligations hereunder and thereunderconsummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated hereby and therebyhereby, subject, in the case of the Merger, subject to receipt obtaining the Company Stockholder Approval and the filing of the Parent Stockholder Approval. The execution and delivery by each Certificate of Merger with the Secretary of State of the Parent Parties State of Delaware in accordance with the DGCL. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (b) The Board of Directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (i) determining that the Merger is fair to, and in the best interests of, the Company and its stockholders, (ii) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated hereby, (iii) approving the execution, delivery and performance of this Agreement and the Additional Agreements to which it is a party consummation of the Merger and the consummation other transactions contemplated hereby, (iv) directing that the adoption of this Agreement be submitted to the holders of Company Common Stock for consideration and (v) recommending, subject to Section 6.3, the adoption of this Agreement by each the holders of Company Common Stock (such recommendation, the “Company Board Recommendation”). As of the Parent Parties date of the transactions contemplated hereby and thereby this Agreement, such resolutions have not been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement subsequently rescinded, modified or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement withdrawn. (other than, in the case of the Merger, the receipt of the Parent Stockholder Approvalc) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party the Company and, assuming the due authorization, power and authority of and due execution and delivery by each of the other parties hereto by, Parent and thereto (other than Merger Sub, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partythe Company, enforceable against such Parent Party the Company in accordance with their respective its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the Enforceability Exceptions. The approval rights of creditors generally and the Merger and this Agreement by the affirmative vote availability of holders equitable remedies (regardless of whether such enforceability is considered in a majority of the then outstanding shares of Parent Common Stock present proceeding in person equity or by proxy and entitled to vote at the Parent Stockholder MeetingLaw) (together, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder ApprovalBankruptcy and Equity Exception”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby).

Corporate Authorization. Each of the Parent Parties and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, 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 Parent Stockholder Approvalhereby. The execution and delivery by each of the Parent Parties of this Agreement by Parent and Merger Sub, the Additional Agreements to which it is a party performance of their obligations hereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Partyand Merger Sub. No other corporate proceedings proceeding on the part of such Parent Party are or Merger Sub is necessary to authorize the execution and delivery of this Agreement or Agreement, the Additional Agreements to which it is a party or to consummate performance by Parent and Merger Sub of their obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementshereby. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andAgreement, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such each of Parent Partyand Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval As of the Merger and date of this Agreement by the affirmative vote of holders of a majority Agreement, each of the then outstanding shares Parent Board and the board of Parent Common Stock present in person or by proxy directors of Merger Sub has approved and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt declared advisable this Agreement and approve the transactions contemplated hereby. Parent, as the sole stockholder of Merger Sub, has approved and adopted this Agreement and the transactions contemplated hereby. The Parent Board, at a meeting duly called and held, has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) determined that the “terms of this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Parent Stockholder Approval”and its stockholders, (ii) determined that it is in the best interests of Parent and its stockholders and declared it advisable for Parent to enter into this Agreement and perform its obligations hereunder and (iii) approved the execution and delivery by Parent of this Agreement, the performance by Parent of its covenants and agreements contained herein and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of by this Agreement, including the sole stockholder of Merger, upon the Merger Sub is terms and subject to the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyconditions contained herein.

Corporate Authorization. Each of the Parent Parties (a) Transatlantic has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder, and to consummate the transactions to which it is a party contemplated hereby subject to obtaining the Transatlantic Requisite Stockholder Vote. The execution, delivery and therebyperformance by Transatlantic of this Agreement and the consummation by Transatlantic of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Transatlantic Board. The Transatlantic Board has, by resolutions duly adopted, unanimously determined that this Agreement and the transactions contemplated hereby are in the best interests of Transatlantic and its stockholders, has approved and adopted this Agreement and the plan of merger herein providing for the Merger, upon the terms and subject to the conditions set forth herein, approved the execution, delivery and performance by Transatlantic of this Agreement and the consummation of the transactions to which it is a party contemplated hereby, upon the terms and subject to the conditions set forth herein and has resolved, subject to Section 5.5, to recommend approval of each of the matters constituting the Transatlantic Requisite Stockholder Vote by the stockholders of Transatlantic (such recommendation, the “Transatlantic Board Recommendation”) and that such matters and recommendation be submitted for consideration at a duly held meeting of the stockholders of Transatlantic for a vote for such purposes (the “Transatlantic Stockholders Meeting”). Except solely in the case of the Merger, subject to receipt of for the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties adoption of this Agreement and by the Additional Agreements to which it is a party and the consummation by each affirmative vote of the Parent Parties holders of a majority of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on shares of Transatlantic Common Stock (the part of such Parent Party. No “Transatlantic Requisite Stockholder Vote”), no other corporate proceedings on the part of such Parent Party Transatlantic or any other vote by the holders of any class or series of capital stock of Transatlantic are necessary to authorize approve or adopt this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement hereby (other than, in except for the case filing of the Merger, the receipt Certificate of the Parent Stockholder ApprovalMerger as required by applicable Law). (b) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party Transatlantic and, assuming the due authorizationpower and authority of, and due execution and delivery by each of by, the other parties hereto and thereto (other than hereto, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent PartyTransatlantic, enforceable against such Parent Party Transatlantic in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger Bankruptcy and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyEquity Exception.

Corporate Authorization. Each of (a) Parent has and, immediately prior to executing and delivering the Parent Parties has Merger Sub Joinder Merger Sub will have, all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, 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 Parent Stockholder Approvalhereby. The execution and delivery by each of the Parent Parties of this Agreement by Parent and the Additional Agreements to which it is a party Merger Sub Joinder by Merger Sub, the performance of their obligations hereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been been, or will be in the case of Merger Sub, duly authorized by all necessary corporate action on the part of such Parent Partyand Merger Sub. No other corporate proceedings proceeding on the part of such Parent Party are is, or on the part of Merger Sub will be upon the execution and delivery of the Merger Sub Joinder, necessary to authorize the execution and delivery of this Agreement or Agreement, the Additional Agreements to which it is a party or to consummate performance by Parent and Merger Sub of their obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementshereby. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andAgreement, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement Matrix and the Additional Agreements to which such Parent Party is Company, constitutes a party constitute a legal, valid and binding obligation of such each of Parent Partyand, following the execution and delivery of the Merger Sub Joinder, Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval . (b) As of the date of this Agreement, the Parent Board has and, as of the date of the Merger Sub Joinder the board of directors of Merger Sub will have, approved and declared advisable this Agreement by and the affirmative vote transactions contemplated hereby. Parent, as the sole shareholder of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy Merger Sub, will approve and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the transactions contemplated hereby prior to the execution and delivery of the Merger Sub Joinder by Merger Sub. The Parent Board, acting by written consent, has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) determined that the “terms of this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of, Parent Stockholder Approval”and its sole stockholder, (ii) determined that it is in the best interests of Parent and its sole stockholder and declared it advisable for Parent to enter into this Agreement and perform its obligations hereunder and (iii) approved the execution and delivery by Parent of this Agreement, the performance by Parent of its covenants and agreements contained herein and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of by this Agreement, including the sole stockholder of Merger, upon the Merger Sub is terms and subject to the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyconditions contained herein.

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Sub of the transactions contemplated hereby are within the corporate powers of Parent and thereby Merger Sub and, except for the Parent Stockholder Approval, have been duly authorized by all necessary corporate action on the part of such Parent Partyaction. No other corporate proceedings on the part of such Parent Party 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 The Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, Approval is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and in connection with the consummation of the other transactions contemplated hereby, including the Parent Share Issuance and the Parent Charter Amendment. The affirmative vote or written consent This Agreement constitutes a valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms (subject to the sole stockholder of Bankruptcy Exceptions). (b) At a meeting duly called and held, the Parent Board has unanimously (i) determined that the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt and this Agreement are advisable and has approved this Agreement and approve the Merger transactions contemplated hereby, including the Merger, the Parent Share Issuance and the Parent Charter Amendment and (ii) recommended the approval by the stockholders of Parent of the Parent Share Issuance and the Parent Charter Amendment (such recommendation, the “Parent Board Recommendation”). (c) Each of Parent and Direct Sale Purchaser has the necessary corporate power and authority to enter into the Separation Agreement and each Ancillary Agreement to which it is or will be a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each of Parent and Direct Sale Purchaser of the Separation Agreement and each Ancillary Agreement to which it is or will be a party, the performance by each of Parent and Direct Sale Purchaser of its obligations thereunder and the consummation by each of Parent and Direct Sale Purchaser of the other transactions contemplated herebythereby have been, or will be, duly authorized by all requisite action on the part of Parent and Direct Sale Purchaser. The Separation Agreement and each Ancillary Agreement will be duly executed and delivered by Parent and Direct Sale Purchaser, and (assuming due authorization, execution and delivery by the other parties thereto) the Separation Agreement and each Ancillary Agreement will constitute, a legal, valid and binding obligation of Parent and Direct Sale Purchaser, enforceable against Parent and Direct Sale Purchaser in accordance with its terms (subject to the Bankruptcy Exceptions).

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each Parent and Merger Sub of the Merger are within the corporate power and authority of Parent Parties and Merger Sub and, except for the approval of Parent as the transactions contemplated hereby sole stockholder of Merger Sub and thereby except for the need to obtain the Parent Stockholder Approval, have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability ExceptionsMerger Sub. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of votes cast by the then outstanding shares holders of Parent Common Stock present in person or represented by proxy and entitled to at a meeting of Parent stockholders held for the purpose of obtaining the approval of the Parent Stock Issuance by such affirmative vote at (such meeting, the “Parent Stockholder Meeting”), assuming a quorum is presentand such approval, the “Parent Stockholder Approval”) is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and in connection with the consummation of the Merger. This Agreement, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other transactions contemplated hereby. The affirmative vote similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or written consent at Law). (b) At meetings duly called and held, as of the sole stockholder date of this Agreement, (i) the Parent Board and the board of directors of Merger Sub is each unanimously (A) determined that the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt Merger, this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyby this Agreement, are advisable and fair to, and in the best interests of, their respective companies and stockholders and (B) approved this Agreement and the Merger, and (ii) the Parent Board unanimously resolved to recommend the approval of the Parent Stock Issuance by Parent’s stockholders (the recommendation set forth in this clause (ii), the “Parent Board Recommendation”).

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Subsidiary of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and thereby Merger Subsidiary and, except for (i) the required approval of Parent’s shareholders in connection with the Parent Stock Issuance and (ii) the approval of Parent as the sole stockholder of Merger Subsidiary, have been duly authorized by all necessary corporate action on the part of such Parent Partyand Merger Subsidiary. No other corporate proceedings on the part of such Parent Party 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 The affirmative vote of the Merger, the receipt holders of the a majority of votes cast by holders of Parent Stockholder Approval) or the Additional Agreements. This Agreement Class A Common Stock and the Additional Agreements Parent Class B Common Stock (with each share of Parent Class A Common Stock being entitled to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each number of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party votes per share determined in accordance with their respective terms, subject Parent’s Amended and Restated Articles of Incorporation and each share of Parent Class B Common Stock being entitled to the Enforceability Exceptions. The approval a number of votes per share determined in accordance with Parent’s Amended and Restated Articles of Incorporation (which Parent Class B Common Stock is entitled to 33 1/3% of the Merger combined voting power of Parent’s Class A Common Stock and this Agreement by Class B Common Stock)) and the affirmative vote of the holders of a majority of the then outstanding shares of Parent Class B Common Stock present in person or by proxy and entitled to vote at (the “Parent Stockholder Meeting, assuming a quorum is present, is Shareholder Approval”) are the only vote votes of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and in connection with the consummation of the other transactions contemplated hereby, including the Parent Stock Issuance. The affirmative vote or written consent This Agreement, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against Parent and Merger Subsidiary in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). (b) At a meeting duly called and held, as of the sole stockholder date of the Merger Sub is the only vote this Agreement, Parent’s Board of the holders of any of Merger Sub’s capital stock necessary to adopt Directors has (i) unanimously determined that this Agreement and approve the Merger transactions contemplated hereby are fair to and in the best interests of Parent, (ii) unanimously approved and declared advisable this Agreement and the consummation of the other transactions contemplated herebyhereby and (iii) unanimously resolved to recommend that Parent’s shareholders grant the Parent Shareholder Approval (such recommendation, the “Parent Board Recommendation”).

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties Parent, Merger Sub 1 and Merger Sub 2 of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties Parent, Merger Sub 1 and Merger Sub 2 of the transactions contemplated hereby by this Agreement are within the corporate powers of each of Parent and thereby Merger Sub 1 and the sole member of Merger Sub 2 and, except for the Parent Stockholder Approval and the required approval of the stockholders of Merger Sub 1 and the members of Merger Sub 2 in connection with the consummation of the Mergers, have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 thanParent, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement Merger Sub 1 and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability ExceptionsMerger Sub 2. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then all votes cast by holders of outstanding shares of Parent Common Stock present in person or by proxy at a duly called and entitled to vote held meeting of Parent’s stockholders at the Parent Stockholder Meeting, assuming which a quorum is present, present approving the issuance of shares of Parent Common Stock in connection with the First Merger (the “Parent Share Issuance”) is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve in connection with the Merger consummation of the Mergers (the “Parent Stockholder Approval”) ). This Agreement has been duly executed and the consummation delivered by each of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Parent, Merger Sub is 1 and Merger Sub 2 and (assuming due authorization, execution and delivery by the only vote Company) constitutes a valid and binding agreement of each of Parent, Merger Sub 1 and Merger Sub 2 enforceable against Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms (subject to the holders Bankruptcy and Equity Exceptions). (b) At a meeting duly called and held, the Board of any Directors of Merger Sub’s capital stock necessary to adopt Parent unanimously adopted resolutions (i) determining that this Agreement and approve the Merger transactions contemplated hereby (including the Parent Share Issuance) are fair to and in the best interests of Parent’s stockholders, (ii) approving, adopting and declaring advisable this Agreement and the consummation transactions contemplated hereby (including the Parent Share Issuance), (iii) directing that the approval of the other Parent Share Issuance be submitted to a vote at a meeting of Parent’s stockholders and (iv) recommending approval of the Parent Share Issuance by Parent’s stockholders (such recommendation, the “Parent Board Recommendation”). The Board of Directors of Merger Sub 1 has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated herebyhereby (including the First Merger) are fair to and in the best interests of Merger Sub 1’s stockholder, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the First Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of Merger Sub 1’s stockholder, and (iv) recommending approval and adoption of this Agreement by Merger Sub 1’s stockholder. The Board of Managers of Merger Sub 2 has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Second Merger) are fair to and in the best interests of Merger Sub 2’s member, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Second Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of Merger Sub 2’s member and (iv) recommending approval and adoption of this Agreement by Merger Sub 2’s member. Except as permitted by Section 7.02, the Board of Directors of each of Parent, Merger Sub 1 and Merger Sub 2 has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. Each of (a) Parent has the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and, subject to Parent Stockholder Approval, to consummate the Merger and the Additional Agreements to which it is a party, other transactions contemplated hereby and to perform its obligations hereunder and thereunderhereunder. The execution, delivery, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the performance by Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party Agreement, and the consummation by each Parent of the Parent Parties of Merger and the other transactions contemplated hereby and thereby hereby, have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No Board and, except for obtaining Parent Stockholder Approval, no other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) hereby or the Additional Agreementsto perform its obligations hereunder. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly and validly executed and delivered by such Parent Party and Merger Sub and, assuming this Agreement constitutes the due authorizationlegal, execution valid and delivery by each binding agreement of the other parties hereto and thereto (other than a Parent Party)Company, this Agreement and the Additional Agreements to which such Parent Party is a party constitute constitutes a legal, valid and binding obligation agreement of such Parent PartyParent, enforceable against such Parent Party in accordance with their respective its terms, subject except to the Enforceability Exceptions. extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors' rights generally and by general principles of equity. (b) The approval Parent Board (at a meeting or meetings duly called and held, at which all directors of Parent were present or participated and voted) has unanimously adopted resolutions (i) declaring that this Agreement, the Merger, and the other transactions contemplated hereby are advisable and in the best interests of Parent's stockholders, (ii) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) declaring that the Merger Consideration to be paid to Parent's stockholders is fair to such stockholders, (iv) resolving to recommend adoption of this Agreement by the affirmative stockholders of Parent and (v) directing that the adoption of this Agreement, the Merger, and the other transactions contemplated hereby be submitted to a vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote Parent's stockholders at the Parent Stockholder Meeting, assuming a quorum is presentand, is the only vote as of the holders date of this Agreement, such resolutions have not been subsequently rescinded, modified or withdrawn in any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyway.

Corporate Authorization. Each (a) The execution, delivery and performance by each of Parent and the Parent Parties has all requisite corporate power and authority to execute and deliver Merger Subs of this Agreement and each of the Additional Agreements Transaction Documents to which it such Person is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by Parent and the Merger Subs of the Transactions, are within the powers of each of Parent and the Merger Subs and, except for the required approval and adoption of this Agreement by Parent Parties in its capacity as the sole equityholder of the transactions contemplated hereby and thereby Merger Subs, have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on and the part of such Parent Party 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 Parent Stockholder Approval) or the Additional AgreementsMerger Subs. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by each of Parent and the Merger Subs, and each of the Transaction Documents to which Parent or one of the Merger Subs is a party has been (or will be) duly executed and delivered by such Parent Party andPerson, and (assuming the due authorization, execution and delivery by each of the other parties hereto and thereto thereto) each constitutes (other than or will constitute) a valid and binding agreement of such Person enforceable against such Person in accordance with its terms (subject to the Bankruptcy and Equity Exceptions). (b) At a meeting duly called and held on or prior to the date hereof, the Parent Party), Board adopted resolutions (i) determining that this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation Transactions (including the issuance of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy connection with the Integrated Mergers and entitled the Integrated Mergers) are fair to vote at and in the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any best interests of Parent’s capital stock necessary to adopt stockholders; and (ii) approving, adopting and declaring advisable this Agreement and approve the Transactions (including the Integrated Mergers). (c) At a meeting duly called and held on or prior to the date hereof or by written consent in lieu of such meetings, the board of directors of Merger (the “Parent Stockholder Approval”) Sub I and the consummation managing member of Merger Sub II unanimously adopted resolutions (i) determining that this Agreement and the other transactions contemplated hereby. The affirmative vote or written consent Transactions (including the Integrated Mergers) are fair to and in the best interests of the sole stockholder equityholder of the Merger Sub is the only vote of the holders of any of such Merger Sub’s capital stock necessary to adopt ; (ii) approving, adopting and declaring advisable this Agreement and approve the Transactions (including the Integrated Mergers); (iii) directing that this Agreement be submitted for approval and adoption by the sole equityholder of such Merger Sub; and (iv) recommending approval and adoption of this Agreement (including the consummation Integrated Mergers) by the sole equityholder of such Merger Sub. (d) None of the other transactions contemplated herebyboard of directors of Parent or Merger Sub I or the managing member of Merger Sub II has subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) Each of the Parent Buyer Parties has all requisite full corporate power and authority to execute and deliver this Agreement and each of the Additional Ancillary Agreements to which it is a party and, subject only to the prior approval by the holders of Buyer Ultimate Parent Common Stock of the Share Issuance under the applicable rules and regulations of NASDAQ and all applicable Laws, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by each of Buyer Parties of this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate each of the transactions contemplated hereby hereunder or thereunder, have been duly and therebyvalidly authorized, in and, except for the case prior approval by the holders of Buyer Ultimate Parent Common Stock of the MergerShare Issuance under the applicable rules and regulations of NASDAQ, subject to receipt no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and performance by any of the Parent Stockholder Approval. The execution and delivery by each of the Parent Buyer Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Ancillary Agreements to which it is a party or any of the transactions contemplated hereunder or thereunder. (b) The board of directors of Buyer Ultimate Parent, at a meeting duly called and held, has (i) determined that this Agreement, the Ancillary Agreements and the Purchase are advisable, fair to, and in the best interests of Buyer Ultimate Parent and its shareholders, (ii) duly and validly approved and taken all corporate action required to consummate be taken by the board of directors to authorize the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and (other thaniii) recommended that the holders of Buyer Ultimate Parent Common Stock approve the Share Issuance, in the case and none of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered aforesaid actions by such Parent Party andboard of directors has been amended, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptionsrescinded or modified. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled total votes cast on the proposal to vote approve the Share Issuance at the Buyer Ultimate Parent Stockholder Meeting, assuming a quorum is present, Special Meeting (the “Buyer Ultimate Parent Requisite Vote”) is the only vote approval of the holders shareholders of any of Parent’s capital stock Buyer Ultimate Parent necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions Share Issuance contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt by this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyAgreement.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power The execution, delivery and authority to execute performance by ▇▇▇▇▇▇ and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties ▇▇▇▇▇▇ Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties ▇▇▇▇▇▇ and Merger Sub of the transactions contemplated hereby are within the corporate power of each of Parent and thereby Merger Sub and, subject to Section 8.04, have been duly authorized by all necessary corporate action on the part of such each of Parent Partyand Merger Sub. No other corporate proceedings on vote of the part shareholders of such Parent Party are is necessary to authorize the execution, delivery or performance of this Agreement or the Additional Agreements to which it is a party or to consummate consummation of the transactions contemplated by this Agreement (other thanhereby, in the case of including the Merger, the receipt and each of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been Members has duly executed and delivered by such to Parent Party its written approval pursuant to the Joint Bidding Agreement to proceed with the execution of this Agreement. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes a valid and binding agreement of each of Parent and Merger Sub, enforceable against each in accordance with its terms (except insofar as such enforceability may be limited by the other parties hereto Enforceability Exceptions). At meetings duly called and thereto held, (other than a i) the boards of directors of Parent Party)and ▇▇▇▇▇▇ Sub have unanimously adopted resolutions authorizing, approving and declaring advisable this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legaltransactions contemplated by this Agreement, valid and binding obligation including the Merger, (ii) the board of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval directors of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt Sub has unanimously determined that this Agreement and approve the transactions contemplated by this Agreement, including the Merger, are fair to and in the best interests of Merger (the “Parent Stockholder Approval”) Sub and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any shareholder of Merger Sub’s capital stock necessary to adopt , and (iii) the board of directors of Merger Sub has directed that this Agreement be submitted to Merger Sub’s sole shareholder for adoption and approve the Merger and the consummation of the other transactions contemplated herebyapproval.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Stockholders’ Meeting, assuming a quorum is presentpresent (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and, subject to the adoption of this Agreement by ▇▇▇▇▇▇ Gibraltar Acquisitions Ltd., the sole stockholder of Merger Sub (the “Merger Sub Stockholder Approval”), which adoption Parent shall cause to occur promptly following the execution of this Agreement on the date of this Agreement, and the Additional Agreements to which it is a partyfiling of the Certificate of Merger with the Secretary of State of the State of Delaware, to perform its obligations hereunder and thereunder, and to consummate the Merger, the Financing and the other transactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Merger, the Financing and the other transactions contemplated hereby have been duly and therebyvalidly authorized by the Board of Directors of Parent and the Board of Directors of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger, the Financing or the other transactions contemplated hereby, subject, in the case of the Merger, subject to receipt obtaining the Merger Sub Stockholder Approval and the filing of the Parent Stockholder Approval. The execution and delivery by each Certificate of Merger with the Secretary of State of the Parent Parties State of this Agreement and Delaware in accordance with the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 DGCL. (other than, in the case of the Merger, the receipt of the Parent Stockholder Approvalb) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party 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 thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partyand Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger Bankruptcy and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyEquity Exception.

Corporate Authorization. (a) Each of GPC and SpinCo has the Parent Parties has all requisite necessary corporate power and authority to execute enter into this Agreement, to carry out its obligations hereunder and deliver this Agreement to consummate the Contemplated Transactions. Each Retained GPC Entity and each SpinCo Company has the Additional Agreements necessary corporate power and authority to enter into each Transaction Document to which it is or will be a party, to perform carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder ApprovalContemplated Transactions. The execution and delivery by each of the Parent Parties GPC and SpinCo of this Agreement Agreement, the performance by GPC and the Additional Agreements to which it is a party SpinCo of their respective obligations hereunder and the consummation by each GPC and SpinCo of the Parent Parties of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary requisite corporate action on the part of GPC and SpinCo, except for (i) such Parent Party. No other further action of the GPC Board required, if applicable, to establish the Record Date and the Distribution Date, (ii) the effectiveness of the declaration of the Distribution by the GPC Board (which is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of the conditions set forth in the Separation Agreement) and (iii) the SpinCo Stockholder Consent. (b) The execution and delivery by each Retained GPC Entity and each SpinCo Company of each Transaction Document to which it is or will be a party, the performance by each Retained GPC Entity and each SpinCo Company of their respective obligations thereunder and the consummation by each Retained GPC Entity and each SpinCo Company of the Contemplated Transactions either have been or will be duly authorized by all requisite corporate proceedings or similar action on the part of such Parent Party 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 each Retained GPC Entity and each SpinCo Company. (other than, in the case of the Merger, the receipt of the Parent Stockholder Approvalc) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party and, GPC and SpinCo and (assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), Parties) this Agreement and the Additional Agreements to which such Parent Party is a party constitute constitutes a legal, valid and binding obligation of such Parent PartyGPC and SpinCo, enforceable against such Parent Party GPC and SpinCo in accordance with their respective its terms, subject to the Enforceability Exceptionseffect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity). The approval of the Merger Each Transaction Document will be duly executed and this Agreement delivered by each Retained GPC Entity and each SpinCo Company party thereto and (assuming due authorization, execution and delivery by the affirmative vote other parties thereto) each Transaction Document will constitute, a legal, valid and binding obligation of holders of a majority of each Retained GPC Entity and each SpinCo Company party thereto or contemplated to be party thereto, enforceable against each such Retained GPC Entity or SpinCo Company in accordance with its terms, subject to the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of Parent’s capital stock necessary to adopt this Agreement and approve the Merger general principles of equity (the “Parent Stockholder Approval”) and the consummation regardless of the other transactions contemplated hereby. The affirmative vote whether considered in a Proceeding at law or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyin equity).

Corporate Authorization. Each of the Parent Parties (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party contemplated hereby subject, in the case of consummating the Merger, to obtaining the affirmative vote of the holders of two-thirds of all the issued and outstanding shares of Company Common Stock entitled to vote at the Company Stockholders Meeting in favor of the approval and adoption of the Merger and this Agreement as contemplated by Section 6.2 (the “Requisite Stockholder Vote”). The execution, delivery and performance by the Company of this Agreement and the consummation by each of the Parent Parties Company of the transactions to which it is a party contemplated hereby and thereby have been duly and validly authorized and approved by all necessary the Company Board, and no other corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are Company is necessary to authorize this Agreement or to consummate the Additional Agreements transactions to which it is a party or contemplated hereby, except that consummation of the Merger is subject to consummate approval of the transactions contemplated Merger by the Requisite Stockholder Vote, and to the effectiveness of the Articles of Merger with the SDAT pursuant to the MGCL and the effectiveness of the Certificate of Merger with the DE SOS pursuant to the DLLCA. (b) The Company Board, at a meeting duly called and held and at which a quorum of directors was present, has unanimously (i) approved and declared it advisable and in the best interests of the Company to enter into this Agreement (other than, in the case of providing for the Merger, upon the receipt terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of the Parent Stockholder Approval) or the Additional Agreements. This this Agreement and the Additional Agreements consummation of the transactions to which such Parent Party it is a party have contemplated hereby, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of the Merger by the holders of the Company Common Stock (such recommendation, the “Company Board Recommendation”) and that approval of the Merger be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by such Parent Party the Company and, assuming the due authorizationpower and authority of, and due execution and delivery by each of by, the other parties hereto and thereto (other than parties, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partythe Company, enforceable against such Parent Party the Company in accordance with their respective its terms, except as such enforceability is subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the Enforceability Exceptionsrights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”). The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Requisite Stockholder Meeting, assuming a quorum is present, Vote is the only vote of the holders of any class or series of Parent’s capital stock of the Company necessary to adopt approve this Agreement and or approve the Merger (the “Parent Stockholder Approval”) and the consummation of the or other transactions contemplated hereby. The affirmative vote or written consent of to which the sole stockholder of the Merger Sub Company is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions a party contemplated hereby.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute performance by Parent, Infiniti, Holdco and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each Parent, Infiniti, Holdco and Merger Sub of the Parent Parties Transactions are within the corporate power and authority of the transactions contemplated hereby Parent, Infiniti, Holdco and thereby Merger Sub and have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on Parent, Infiniti, Holdco and Merger Sub, except for the part of such Parent Party 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 Parent Infiniti Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andAgreement, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding agreement of each of Parent, Infiniti, Holdco and Merger Sub, enforceable against Parent, Infiniti, Holdco and Merger Sub in accordance with its terms, except as such enforceability may be limited by the other parties hereto Enforceability Limitations. (b) The Parent Board, has by the unanimous vote of all directors of Parent, (i) approved and thereto adopted this Agreement and approved the Transactions in accordance with the requirements of the General Corporation Law of the State of Delaware (other than a the “DGCL”) and (ii) determined that the Transactions, including the Merger, are advisable, fair to and in the best interests of Parent Party)and Infiniti, the sole stockholder of Parent as of the date hereof. (c) As of the date hereof, (i) the board of directors of Holdco has approved and declared advisable this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legalTransactions as required under applicable Law and (ii) Parent, valid and binding obligation as the sole shareholder of such Parent PartyHoldco, enforceable against such Parent Party has adopted this Agreement in accordance with their respective terms, subject to the Enforceability Exceptions. The approval ICL. (d) As of the date hereof, (i) the board of directors of Merger Sub has approved and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt declared advisable this Agreement and approve the Merger Transactions as required under applicable Law and (the “Parent Stockholder Approval”ii) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of Holdco, as the sole stockholder of the Merger Sub is the only vote of the holders of any shareholder of Merger Sub’s capital stock necessary to adopt , has adopted this Agreement in accordance with the ICL. (e) As of the date hereof, the board of directors of Infiniti has approved and approve declared advisable this Agreement, the Merger Transactions and the consummation of Investment Agreement and the other transactions contemplated herebythereby as required under applicable Law.

Corporate Authorization. Each (a) Seller has, with respect to Section 5.8 and Article VIII, full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Seller of this Agreement, with respect to Section 5.8 and Article VIII, have been duly and validly authorized and no additional corporate, shareholder or similar authorization or consent is required in connection with the execution, delivery and performance by Seller of this Agreement. (b) Without limiting Section 3.3(a), subject to the entry of the Parent Parties Confirmation Order and its effectiveness at the Closing, (i) Seller has all requisite full corporate power and authority to execute and deliver this Agreement and each of the Additional Ancillary Agreements to which it is a party, and to perform its obligations hereunder and thereunderthereunder and (ii) the execution, delivery and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties Seller of this Agreement and each of the Additional Ancillary Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly and validly authorized and no additional corporate, shareholder or similar authorization or consent is required in connection with the execution, delivery and performance by all necessary corporate action on the part Seller of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or any of the Additional Ancillary Agreements to which it is a party party. (c) Each Affiliate of Seller has or prior to consummate the transactions contemplated by this Agreement (other thanClosing will have, in subject to the case entry of the MergerConfirmation Order and its effectiveness at the Closing, full corporate, partnership or similar power and authority to execute and deliver each Ancillary Agreement or Closing document to which it is (or will be) a party and to perform its obligations thereunder. Subject to the entry of the Confirmation Order, the receipt execution, delivery and performance by each Affiliate of Seller of each Ancillary Agreement or Closing document to which it is (or will be) a party has been or prior to the Closing will have been duly and validly authorized, and no additional corporate authorization or consent is or will be required in connection with the execution, delivery and performance by any Affiliate of Seller of the Parent Stockholder Approval) Ancillary Agreements or the Additional Agreements. This Agreement and the Additional Agreements Closing documents to which such Parent Party Affiliate is (or will be) a party have been or signatory. (d) At a meeting duly executed called and delivered held, the Board and the board of directors (or similar governing body) of each Asset Transferring Subsidiary has by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto requisite vote: (other than a Parent Party), i) determined that this Agreement and the Additional Transaction are in the best interests of Seller, such Asset Transferring Subsidiaries and their respective stakeholders, (ii) approved and adopted this Agreement and (iii) resolved to cause each Asset Transferring Subsidiary to perform its obligations under the Ancillary Agreements to which such Parent Party it is (or will be) a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyparty.

Corporate Authorization. The Board of Directors or comparable governing body of each of Buyer and Merger Sub has approved and adopted this Agreement and the transactions contemplated hereby in accordance with applicable Laws. Buyer, as the sole stockholder of Merger Sub, has approved and adopted this Agreement in accordance with the DGCL. Each of Buyer and Merger Sub has the Parent Parties has all requisite corporate power and authority to execute enter into and deliver this Agreement and the Additional Agreements each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution execution, delivery and delivery performance by each of the Parent Parties Buyer and Merger Sub of this Agreement and the Additional Agreements each other Transaction Document to which it either is a party and the consummation by each of the Parent Parties Buyer and Merger Sub of the transactions contemplated hereby and thereby thereby, including the Merger, have been duly authorized by all necessary corporate corporate, limited liability company or partnership action on the part of such Parent Party. No other corporate proceedings Buyer and Merger Sub, and no further action or proceeding is required on the part of such Parent Party are necessary Buyer or Merger Sub, or their respective boards of directors or stockholders, to authorize this Agreement or the Additional Agreements and each other Transaction Document to which it either is a party or to consummate the consummation of the transactions contemplated by this Agreement (other thanhereby, in the case of including the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and each of the Additional Agreements Transaction Documents to which such Parent Party Buyer or Merger Sub is a party have has been or, to the extent applicable, will be duly and validly executed and delivered by such Parent Party and, assuming Buyer and Merger Sub. Assuming the due authorization, execution and delivery by each of the other parties hereto Parties and thereto (the validity and binding effect hereof on the other than a Parent Party)Parties, this Agreement and each of the Additional Agreements Transaction Documents to which such Parent Party is Buyer or Merger Sub are a party constitutes or, to the extent applicable, will constitute a the legal, valid and binding obligation of such Parent Party, each of Buyer and Merger Sub enforceable against such Parent Party it in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement in each case except as such enforceability may be limited by the affirmative vote Laws of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy general application relating to bankruptcy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) insolvency and the consummation relief of the debtors and rules of Law governing specific performance, injunctive relief or other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyequitable remedies.

Corporate Authorization. (a) Each of the Parent Parties and ▇▇▇▇▇▇ Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, 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 Parent Stockholder ApprovalTransactions. The execution execution, delivery and delivery performance by each of the Parent Parties and Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No and Merger Sub (subject, with respect to Merger Sub, only to approval by its sole stockholder, which will be effected by written consent immediately following the execution and delivery of this Agreement), and no other corporate proceedings on the part of such Parent Party and Merger Sub are necessary to authorize the execution and delivery of this Agreement or the Additional Agreements to which it is a party or for each of Parent and Merger Sub to consummate the transactions contemplated by this Agreement Transactions (other than, in the case of with respect to the Merger, the receipt filing of the Parent Stockholder Approval) Certificate of Merger and other recordings or filings required by the Additional AgreementsDGCL with the Delaware Secretary of State). This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming Assuming the due authorization, execution and delivery by each the Company of the other parties hereto and thereto (other than a Parent Party)this Agreement, this Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇ and Merger Sub and constitutes the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such each of Parent Partyand Merger Sub, enforceable against such Parent Party each of them in accordance with their respective its terms, subject to the Enforceability Exceptions. . (b) The approval board of the Merger directors of each of Parent and ▇▇▇▇▇▇ Sub has duly adopted resolutions (i) determining that this Agreement by and the affirmative Transactions are fair to, advisable and in the best interests of Parent, Merger Sub and their respective stockholders or other equityholders, as applicable, and (ii) adopting this Agreement and the Transactions. Parent, acting in its capacity as the sole stockholder of Merger Sub, will immediately after execution and delivery hereof approve and adopt this Agreement. (c) No vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person of, or by proxy and entitled to vote at the Parent Stockholder Meetingconsent by, assuming a quorum is present, is the only vote of the holders of any Equity Securities of Parent (other than, for the avoidance of doubt, the consent of Parent’s capital stock , as the sole holder of the Equity Securities of Merger Sub, to adopt the Agreement) is necessary to adopt authorize the execution, delivery and performance by Parent of this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote Transactions or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of otherwise required by Parent’s organizational documents, Applicable Law or any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyGovernmental Authority.

Corporate Authorization. (a) Each of the RMT Parent Parties and Merger Sub has all requisite necessary corporate power and authority to execute enter into this Agreement, to carry out its obligations hereunder and deliver this Agreement to consummate the Contemplated Transactions. Each of RMT Parent’s Subsidiaries has the necessary corporate power and the Additional Agreements authority to enter into each Transaction Document to which it is or will be a party, to perform carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby Contemplated Transactions. The execution and therebydelivery by RMT Parent and Merger Sub of this Agreement, in the case performance by RMT Parent and Merger Sub of their respective obligations hereunder and the consummation by RMT Parent and Merger Sub of the MergerContemplated Transactions have been duly authorized by all requisite corporate action on the part of RMT Parent and Merger Sub, subject to receipt of except for the RMT Parent Stockholder Approval. (b) The execution and delivery by RMT Parent of each Transaction Document to which it is or will be a party, the performance by RMT Parent of its obligations thereunder and the consummation by RMT Parent of the Contemplated Transactions either have been or will be duly authorized by all requisite corporate or similar action on the part of RMT Parent. The execution and delivery by each of the Parent Parties RMT Parent’s Subsidiaries of this Agreement and the Additional Agreements each Transaction Document to which it is or will be a party party, the performance by each of RMT Parent’s Subsidiaries of its obligations thereunder and the consummation by each of the Parent Parties RMT Parent’s Subsidiaries of the transactions contemplated hereby and thereby either have been or will be duly authorized by all necessary requisite corporate or similar action on the part of such Parent Party. No other corporate proceedings on the part each of such Parent Party 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 RMT Parent’s Subsidiaries. (other than, in the case of the Merger, the receipt of the Parent Stockholder Approvalc) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such RMT Parent Party and, and Merger Sub and (assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), Parties) this Agreement and the Additional Agreements to which such Parent Party is a party constitute constitutes a legal, valid and binding obligation of such RMT Parent Partyand Merger Sub, enforceable against such each of RMT Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptionseffect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The approval of the Merger Each Transaction Document to which RMT Parent is or will be a party has been or will be duly executed and this Agreement delivered by RMT Parent and (assuming due authorization, execution, and delivery by the affirmative vote other parties thereto), constitutes, or will constitute, a legal, valid and binding obligation of holders of a majority of RMT Parent, enforceable against RMT Parent in accordance with its terms, subject to the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). Each Transaction Document will be duly executed and delivered by each of RMT Parent’s capital stock necessary to adopt this Agreement Subsidiaries party thereto and approve the Merger (the “Parent Stockholder Approval”) assuming due authorization, execution and the consummation of delivery by the other transactions parties thereto) each Transaction Document will constitute, a legal, valid and binding obligation of each of RMT Parent’s Subsidiaries party thereto or contemplated hereby. The affirmative vote to be party thereto, enforceable against each such Subsidiary of RMT Parent in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or written consent other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of the sole stockholder general principles of the equity (regardless of whether considered in a proceeding at law or in equity). (d) Merger Sub is the only vote a direct, wholly owned Subsidiary of RMT Parent. The copies of the holders articles of any incorporation and bylaws of Merger Sub’s capital stock necessary Sub that were previously furnished or made available to adopt GPC are true, complete and correct copies of such documents as in effect on the date of this Agreement and approve the Merger and the consummation Agreement. (e) Section 5.02(e) of the other transactions contemplated herebyRMT Parent Disclosure Letter sets forth a list as of the date hereof of the Subsidiaries of RMT Parent and their respective jurisdictions of incorporation or formation.

Corporate Authorization. Each (a) The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement, and by Parent of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyOption Agreements, 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Subsidiary of the transactions contemplated hereby and thereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action on action, and, except for the part required approval of such Parent's stockholders, for the issuance of Parent Party. No other corporate proceedings on Common Stock (the part of such Parent Party are necessary to authorize this Agreement "Common Stock Issuance") in connection with the Merger (the "Common Stock Issuance Approval" 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"Parent Stockholders Approval"), the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party Common Stock Issuance is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptionsrules and regulations of the NYSE. The approval of the Merger and this Agreement by the affirmative vote of the holders of a majority of the then outstanding shares of Parent Common Stock present having votes representing a majority of the votes cast with respect to the Common Stock Issuance, voting together as a single class, in person or favor of the Common Stock Issuance (provided that the total number of the votes cast in favor and against the Common Stock Issuance represents over 50% of all of votes eligible to be cast by proxy and entitled to vote at the all holders of Parent Stockholder Meeting, assuming a quorum is present, Common Stock) is the only vote of the holders of any of Parent’s 's capital stock necessary to adopt in connection with obtaining the Common Stock Issuance Approval. Assuming due authorization, execution and delivery of this Agreement and approve the Option Agreements by the Company, this Agreement constitutes a valid and binding agreement of each of Parent and Merger (the “Parent Stockholder Approval”) Subsidiary and the consummation Option Agreements constitute valid and binding agreements of the other transactions contemplated herebyParent, in each case enforceable against such party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The affirmative vote or written consent shares of Parent Common Stock issued pursuant to the sole stockholder Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) Parent's Board of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt Directors, at a meeting duly called and held, has (i) determined that this Agreement and approve the Merger Option Agreements and the consummation transactions contemplated hereby and thereby (including the Merger) are fair to and in the best interests of Parent's stockholders, (ii) approved this Agreement and the Option Agreements and the transactions contemplated hereby and thereby (including the Merger, the Common Stock Issuance and the By-laws Amendment), and (iii) resolved (subject to Section 6.4) to recommend that Parent's stockholders vote in favor of the other transactions contemplated herebyCommon Stock Issuance.

Corporate Authorization. Each of (a) The execution, delivery and performance by the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Company of this Agreement and the Additional Agreements to which it is a party other Transaction Documents and the consummation by each of the Parent Parties Company of the transactions contemplated hereby and thereby are within the Company’s corporate powers and authority and, except for the Company Stockholder Approval, have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability ExceptionsCompany. The approval of the Merger and this Agreement by the affirmative vote of the holders of a majority of the then outstanding shares of Parent Common Company Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parentthe Company’s capital stock necessary to adopt in connection with the approval and adoption of this Agreement and approve the consummation of the Merger and the other transactions contemplated hereby (the “Parent Company Stockholder Approval”) and (other than the consummation filing of the certificate of merger) no other corporate action is necessary to approve or adopt this Agreement or any other Transaction Document or consummate the Merger or the other transactions contemplated herebyhereby or thereby. The affirmative vote or written consent This Agreement has been duly and validly executed and delivered by the Company and assuming due authorization, execution and delivery by Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the sole stockholder Company enforceable against the Company in accordance with its terms (subject to such enforceability being limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). (b) At a meeting duly called and held, the Merger Sub is the only vote Company’s Board of the holders of any of Merger Sub’s capital stock necessary to adopt Directors has (i) determined that this Agreement and approve the Merger transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company and the consummation Company’s stockholders, (ii) approved and declared advisable this Agreement, the Transaction Documents and the transactions contemplated hereby (including the Merger) and thereby, and (iii) resolved, subject to Section 6.03, to recommend adoption of this Agreement by its stockholders (such recommendation in the preceding clause (iii), the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way, as of the other transactions contemplated herebydate hereof.

Corporate Authorization. Each of the Parent Parties and Merger Co. has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, Transactions. Except as set forth in the case Section 5.02 of the Mergerwritten disclosure schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), subject to receipt of the Parent Stockholder Approval. The execution execution, delivery and delivery performance by each of the Parent Parties and Merger Co. of this Agreement and the Additional other Transaction Agreements to which it is a party and the consummation by each Parent and Merger Co. of the Transactions are within the corporate powers of Parent Parties of the transactions contemplated hereby and thereby Merger Co. and have been duly and validly authorized by all necessary corporate and stockholder action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 thanthan by Parent as the sole stockholder of Merger Sub, in which will be obtained prior to the case Effective Time) under Parent's and Merger Co.'s certificates or articles of the Merger, incorporation and bylaws and applicable provisions of Delaware and North Carolina Law (including the receipt of approval by the holders of a majority of the outstanding shares of the Parent Stockholder Approval) Series A Preferred Stock of the creation and issuance of the Parent Series B Preferred Stock (the "Series A Consent")), other than the filing with the Secretary of State of the State of North Carolina of the articles of merger as required by North Carolina Law. The Board of Directors of Parent has approved, and recommended to the Parent stockholders the adoption of, the Restated Certificate of Incorporation attached as Exhibit G hereto, and such approval and recommendation have not been rescinded or the Additional Agreementsrevoked. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly and validly executed and delivered by such each of Parent Party andand Merger Co. and the other Transaction Agreements and the Warrants will have been duly and validly executed and delivered by Parent prior to the Effective Time. Assuming this Agreement constitutes and the other Transaction Agreements when executed and delivered prior to the Effective Time will constitute legal, assuming the due authorization, execution valid and delivery by each binding agreements of the other parties hereto and thereto (other than a Parent Party)thereto, this Agreement and the Additional Agreements to which such Parent Party is a party constitute constitutes a legal, valid and binding obligation agreement of such Parent Partyand Merger Co., and each of the other Transaction Agreements and the Warrants when executed and delivered prior to the Effective Time will constitute legal, valid and binding agreements of Parent, in each case, enforceable against such Parent Party or Merger Co., as applicable, in accordance with their respective terms, subject to except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the Enforceability Exceptions. The approval enforcement of the Merger creditors' rights generally and this Agreement for limitations imposed by the affirmative vote general principles of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyequity.

Corporate Authorization. Each (a) Seller has, with respect to Section 5.8 and Article VIII, full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Seller of this Agreement, with respect to Section 5.8 and Article VIII, have been duly and validly authorized and no additional corporate, shareholder or similar authorization or consent is required in connection with the execution, delivery and performance by Seller of this Agreement. (b) Without limiting Section 3.3(a), subject to the entry of the Parent Parties [Confirmation]Transaction Order and its effectiveness at the Closing, (i) Seller has all requisite full corporate power and authority to execute and deliver this Agreement and each of the Additional Ancillary Agreements to which it is a party, and to perform its obligations hereunder and thereunderthereunder and (ii) the execution, delivery and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties Seller of this Agreement and each of the Additional Ancillary Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly and validly authorized and no additional corporate, shareholder or similar authorization or consent is required in connection with the execution, delivery and performance by all necessary corporate action on the part Seller of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or any of the Additional Ancillary Agreements to which it is a party party. (c) Each Affiliate of Seller has or prior to consummate the transactions contemplated by this Agreement (other thanClosing will have, in subject to the case entry of the Merger[Confirmation]Transaction Order and its effectiveness at the Closing, full corporate, partnership or similar power and authority to execute and deliver each Ancillary Agreement or Closing document to which it is (or will be) a party and to perform its obligations thereunder. Subject to the entry of the [Confirmation]Transaction Order, the receipt execution, delivery and performance by each Affiliate of Seller of each Ancillary Agreement or Closing document to which it is (or will be) a party has been or prior to the Closing will have been duly and validly authorized, and no additional corporate authorization or consent is or will be required in connection with the execution, delivery and performance by any Affiliate of Seller of the Parent Stockholder Approval) Ancillary Agreements or the Additional Agreements. This Agreement and the Additional Agreements Closing documents to which such Parent Party Affiliate is (or will be) a party have been or signatory. (d) At a meeting duly executed called and delivered held, the Board and the board of directors (or similar governing body) of each Asset Transferring Subsidiary has by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto requisite vote: (other than a Parent Party), i) determined that this Agreement and the Additional Transaction are in the best interests of Seller, such Asset Transferring Subsidiaries and their respective stakeholders, (ii) approved and adopted this Agreement and (iii) resolved to cause each Asset Transferring Subsidiary to perform its obligations under the Ancillary Agreements to which such Parent Party it is (or will be) a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyparty.

Corporate Authorization. Each of Matrix and the Parent Parties Company has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, 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 Parent Stockholder Approvalhereby. The execution and delivery by each of the Parent Parties of this Agreement by Matrix and the Additional Agreements to which it is a party Company, the performance of their respective obligations hereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No Matrix and the Company, and no other corporate proceedings proceeding on the part of such Parent Party are Matrix or the Company is necessary to authorize the execution and delivery of this Agreement or Agreement, the Additional Agreements to which it is a party or to consummate performance by Matrix and the Company of their respective obligations hereunder and the consummation by Matrix and the Company of the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementshereby. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andAgreement, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than Parent, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, Matrix and the Company enforceable against such Parent Party Matrix and the Company, respectively, in accordance with their respective its terms, subject except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership or other similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a Proceeding in equity or at Law) (collectively, the “Enforceability Exceptions”). The approval As of the Merger and date of this Agreement by the affirmative vote of holders of a majority Agreement, each of the then outstanding shares Matrix Board and the Company Board, at meetings duly called and held, has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) determined that the terms of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Matrix or the Company, as applicable, and their respective shareholder or shareholders, (ii) determined that it is in the “Parent Stockholder Approval”best interests of Matrix or the Company, as applicable, and their respective shareholder or shareholders and declared it advisable for Matrix or the Company, as applicable, to enter into this Agreement and perform its obligations hereunder, (iii) approved the execution and delivery by Matrix or the Company, as applicable, of this Agreement, the performance by Matrix or the Company, as applicable, of its covenants and agreements contained herein and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of by this Agreement, including the Merger, upon the terms and subject to the conditions contained herein and (iv) with respect to the Company Board, has resolved to recommend to Matrix, as its sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary shareholder, to adopt and approve this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each (a) Subject to obtaining the approval of the Parent Parties holders of at least the number of outstanding shares of voting stock of Seller (the “Seller Stock”) required by the DGCL to approve the transactions contemplated hereby (the “Seller Stockholder Approval”), Seller has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approvalhereby. The execution board of directors of Seller has authorized and approved the execution, delivery by each of the Parent Parties and performance of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby hereby, and thereby have been duly authorized by all necessary except for obtaining the Seller Stockholder Approval, no other corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are Seller is necessary to authorize the execution, delivery and performance of this Agreement or and 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 Parent Stockholder Approval) or the Additional Agreementshereby. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party Seller and, assuming the due authorization, execution and delivery hereof by each of the other parties hereto and thereto (other than a Parent Party)Purchaser, this Agreement and the Additional Agreements to which such Parent Party is a party constitute constitutes a legal, valid and binding obligation of such Parent PartySeller, enforceable against such Parent Party Seller in accordance with their respective its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at Law or in equity (collectively, the Enforceability Exceptions. “Bankruptcy and Equity Exception”). (b) The approval board of directors of Seller, at a meeting duly called and held, has unanimously approved and declared advisable this Agreement and the Merger transactions contemplated hereby, and the board of directors of Seller resolved to recommend that the stockholders of Seller approve this Agreement and the transactions contemplated hereby (the “Seller Board Recommendation”). (c) Neither the execution and delivery of this Agreement by Seller nor the affirmative vote of holders of a majority consummation by Seller of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent , nor compliance by Seller with any of the sole stockholder terms or provisions hereof, will (i) conflict with or violate any provision of the Merger Sub is Charter Documents or (ii) assuming that the only vote Seller Stockholder Approval and the authorizations, consents and approvals referred to in Section 3.4 are obtained and the filings referred to in Section 3.4 are made, (A) violate any Law or Order applicable to Seller, the Company or any of the holders Company’s Subsidiaries or any of their respective properties or assets in any material respect, or (B) except as set forth on Schedule 3.2(c), violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of Merger Sub’s capital stock necessary to adopt this Agreement and approve time, or both, would constitute a default) under, result in the Merger and termination of or a right of termination or cancellation under, accelerate the consummation performance required by, or result in the creation of any Lien (except for Permitted Liens) upon any of the other transactions contemplated herebyrespective properties or assets of, Seller, the Company or any of the Company’s Subsidiaries under any Contract or Permit, to which Seller, the Company or any of the Company’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Authorization. Each of the Merger Agreement is amended by adding the following as a new paragraph at the end of Section 5.2 of the Merger Agreement: “As of the date of execution of the First Amendment, each of Parent Parties and Merger Sub has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyFirst Amendment, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby by this Agreement (as amended by the First Amendment). As of the date of execution of the First Amendment, the board of directors of each of Parent and therebyMerger Sub has adopted resolutions approving this Agreement (as amended by the First Amendment), and the transactions contemplated by this Agreement (as amended by the First Amendment). As of the date of execution of the First Amendment, the board of directors of each of Parent and Merger Sub at a meeting duly called and held have unanimously (a) approved and declared advisable this Agreement (as amended by the First Amendment) and the transactions contemplated by this Agreement (as amended by the First Amendment), including the Tender Offer, as supplemented in accordance with the First Amendment, and (b) declared that it is in the case best interests of the Mergerstockholders of Parent or Merger Sub that Parent or Merger Sub, as applicable, enter into the First Amendment and this Agreement (as amended by the First Amendment) and consummate the Merger and any other transactions contemplated by the First Amendment and this Agreement (as amended by the First Amendment) on the terms and subject to receipt the conditions set forth in the First Amendment and this Agreement (as amended by the First Amendment). As of the Parent Stockholder Approval. The date of execution of the First Amendment, the execution, delivery and delivery performance of the First Amendment, by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party Merger Sub and the consummation by each of the Parent Parties and Merger Sub of the transactions contemplated hereby and thereby by this Agreement (as amended by the First Amendment) have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No and Merger Sub, and no other corporate proceedings on the part of such Parent Party or Merger Sub are necessary to authorize this Agreement or approve the Additional Agreements to which it is a party First Amendment or to consummate the transactions contemplated by this Agreement (other thanas amended by the First Amendment), in subject to the case adoption of this Agreement (as amended by the First Amendment) by Parent as the sole direct or indirect stockholder of Merger Sub. As of the Mergerdate of execution of the First Amendment, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute First Amendment constitutes a legal, valid and binding obligation agreement of such Parent Party, enforceable against such Parent Party in accordance with their respective termsand Merger Sub, subject to the Enforceability Exceptions. The approval As of the Merger and this Agreement by the affirmative vote date of holders of a majority execution of the then outstanding shares First Amendment, no vote or consent of the stockholders of Parent Common Stock present is required by applicable Law, or the certificate of incorporation or bylaws or other equivalent organizational documents of Parent in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve connection with the Merger (the “Parent Stockholder Approval”) and the consummation of or the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt by this Agreement and approve (as amended by the Merger and the consummation of the other transactions contemplated herebyFirst Amendment).”

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Sub of the transactions contemplated hereby by this Agreement are within the corporate powers and thereby authority of Parent and Merger Sub and, except for the Parent Shareholder Approval and the adoption of this Agreement by the sole stockholder of Merger Sub, have been duly authorized by all necessary corporate action on the part of such the shareholders of Parent Partyand the stockholder of Merger Sub. No other corporate proceedings on The affirmative vote of at least a majority of the part of such Parent Party 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 thanvotes cast, in the case of the MergerParent Share Issuance Approval, and the receipt affirmative vote of at least seventy five percent (75%) of the votes cast, in the case of the Parent Stockholder Board Size Approval) or , in each case by the Additional Agreementsholders of outstanding Parent Ordinary Shares at a duly convened and held meeting of Parent’s shareholders at which a quorum is present approving the resolution granting the Parent Share Issuance Approval and the Parent Board Size Approval, respectively, are the only votes of Parent’s shareholders necessary in connection with the consummation of the Merger. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such each of Parent Party and, and Merger Sub and (assuming the due authorization, execution and delivery by the Company) constitutes a valid, legal and binding agreement of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms (subject to the other parties hereto Bankruptcy and thereto Equity Exceptions). (other than b) At a meeting duly convened and held, the Board of Directors of Parent Party), resolved (i) that this Agreement and the Additional Agreements Merger would most likely promote the success of Parent for the benefit of its shareholders as a whole, (ii) that the Parent Share Issuance Approval and the Parent Board Size Approval be put to which such Parent Party is Parent’s shareholders at a party constitute a legalmeeting of Parent’s shareholders, valid and binding obligation of such Parent Party, enforceable against such Parent Party (iii) to recommend that Parent’s shareholders vote in accordance with their respective terms, subject to the Enforceability Exceptions. The approval favor of the Parent Share Issuance Approval and the Parent Board Size Approval (such recommendation, the “Parent Board Recommendation”). (c) The Board of Directors of Merger Sub has adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of Merger Sub and its stockholder, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of its stockholder, and (iv) recommending approval and adoption of this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyits stockholder.

Corporate Authorization. Each Parent has, and at the time of the Parent Parties has its incorporation, Merger Sub will have, all requisite corporate power and authority to execute and deliver this Agreement (in the case of Merger Sub, by executing and delivering the Additional Agreements to which it is a partyJoinder Agreement), 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 Parent Stockholder Approvalhereby. The execution and delivery by each of the Parent Parties of this Agreement (in the case of Merger Sub, by executing and delivering the Additional Agreements to which it is a party Joinder Agreement) by Parent and Merger Sub, the performance of their obligations hereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been (in the case of Parent) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub) duly authorized by all necessary corporate action on the part of such Parent Partyand Merger Sub. No other corporate proceedings proceeding on the part of such Parent Party are or 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 execution and delivery of this Agreement (other than, in the case of Merger Sub, by the Mergerexecution and delivery of the Joinder Agreement), the receipt performance by Parent and Merger Sub of their obligations hereunder and the consummation by Parent and Merger Sub of the Parent Stockholder Approval) or the Additional Agreementstransactions contemplated hereby. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andAgreement, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partyand, upon the execution and delivery of the Joinder Agreement by Merger Sub, will constitute a valid and binding obligation of Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. As of the date of this Agreement, the Parent Board has, and, upon the execution and delivery of the Joinder Agreement by Merger Sub, the board of director of Merger Sub will have, approved and declared advisable this Agreement and the transactions contemplated hereby. Upon the execution and delivery of the Joinder Agreement by Merger Sub, Parent, as the sole stockholder of Merger Sub, will have approved and adopted this Agreement and the transactions contemplated hereby. The approval Parent Board, at a meeting duly called and held, has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) determined that the terms of this Agreement and the transactions contemplated hereby, including the Merger and this Agreement by the affirmative vote of holders of a majority of Parent Share Issuance, are fair to, and in the then outstanding shares best interests of, Parent and its stockholders, (ii) determined that it is in the best interests of Parent Common Stock present in person or by proxy and entitled its stockholders and declared it advisable for Parent to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt enter into this Agreement and approve perform its obligations hereunder and (iii) approved the Merger (execution and delivery by Parent of this Agreement, the “performance by Parent Stockholder Approval”) of its covenants and agreements contained herein and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt by this Agreement and approve Agreement, including the Merger and the consummation of Parent Share Issuance, upon the other transactions contemplated herebyterms and subject to the conditions contained herein.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute performance by Parent, Merger Sub 1 and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Sub 2 of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties Parent, Merger Sub 1 and Merger Sub 2 of the transactions contemplated hereby are within the corporate or limited liability company power and thereby authority of Parent, Merger Sub 1 and Merger Sub 2 and have been duly authorized by all necessary corporate or limited liability company action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 thanParent, Merger Sub 1 and Merger Sub 2, subject, in the case of the Merger, the receipt consummation of the transactions contemplated hereby, to the accuracy of the representations and warranties in the second and third sentences of Section 4.05 and compliance by the Company with clauses (iii) and (xii) of Section 6.01(b) and the required approval of the First Merger by Parent Stockholder Approval) or as the Additional Agreementssole stockholder of Merger Sub 1 and the required approval of the Second Merger by Parent as the sole member of Merger Sub 2. The affirmative vote of Parent as the sole stockholder of Merger Sub 1 and Parent as the sole member of Merger Sub 2 are the only votes of the holders of any of the capital stock of Merger Sub 1 and Merger Sub 2 necessary in connection with the consummation of the transactions contemplated hereby. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andAgreement, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding agreement of each of Parent, Merger Sub 1 and Merger Sub 2, enforceable against Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a Proceeding in equity or at Law). (b) At a meeting duly called and held, as of the other parties hereto and thereto date of this Agreement, the Board of Directors of Parent has (other than a Parent Party), i) unanimously determined that this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party transactions contemplated hereby are in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any best interests of Parent’s capital stock necessary to adopt shareholders, and (ii) unanimously approved and declared advisable this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent Board of the sole stockholder Directors of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt 1 has unanimously adopted resolutions (i) determining that this Agreement and approve the transactions contemplated hereby are fair to and in the best interests of Merger Sub 1’s stockholder, (ii) approving, adopting and declaring advisable this Agreement and the consummation of the other transactions contemplated hereby, (iii) directing that the approval and adoption of this Agreement be submitted to a vote of Merger Sub 1’s stockholder, and (iv) recommending approval and adoption of this Agreement by Merger Sub 1’s stockholder. The Board of Directors of Merger Sub 2 has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Second Merger) are fair to and in the best interests of Merger Sub 2’s member, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Second Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of Merger Sub 2’s member and (iv) recommending approval and adoption of this Agreement by Merger Sub 2’s member.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties Parent, Merger Sub 1 and Merger Sub 2 of this Agreement and the Additional Agreements to which it is a party consummation by Parent, Merger Sub 1 and Merger Sub 2 of the Transactions are within the corporate or limited liability company powers, as applicable, of each of Parent, Merger Sub 1 and Merger Sub 2 and, except for the required approval and adoption of this Agreement by the sole stockholder of Merger Sub 1 and the consummation by each sole member of the Parent Parties of the transactions contemplated hereby and thereby Merger Sub 2, have been duly authorized by all necessary corporate action or limited liability company action, as applicable, on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 thanParent, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional AgreementsMerger Sub 1 and Merger Sub 2. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party andeach of Parent, Merger Sub 1 and Merger Sub 2 and (assuming the due authorization, execution and delivery by each of the other parties hereto hereto) constitutes a valid and binding agreement of each of Parent, Merger Sub 1 and Merger Sub 2 that is a party thereto enforceable against such Person in accordance with its terms (other than subject to the Bankruptcy and Equity Exceptions). (b) At a meeting duly called and held, the Board of Directors of Parent Party), has (i) determined that this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at Transactions (including the Parent Stockholder Meeting, assuming a quorum is present, is Share Issuance) are fair to and in the only vote of the holders of any best interests of Parent’s capital stock necessary to adopt stockholders and (ii) approved, adopted and declared advisable this Agreement and approve the Transactions (including the Parent Share Issuance). The Board of Directors of Merger Sub 1 has unanimously adopted resolutions (the “Parent Stockholder Approval”i) determining that this Agreement and the consummation of Transactions are fair to and in the other transactions contemplated hereby. The affirmative vote or written consent best interests of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt 1, (ii) approving, adopting and declaring advisable this Agreement and approve the Transactions, (iii) directing that this Agreement be submitted for approval and adoption by the sole stockholder of Merger Sub 1, and (iv) recommending approval and adoption of this Agreement (including the Mergers) by the sole stockholder of Merger Sub 1. The Board of Directors of neither Parent nor Merger Sub 1 has subsequently rescinded, modified or withdrawn any of the foregoing resolutions. Parent, as the managing member of Merger Sub 2, has approved this Agreement and the consummation of the other transactions contemplated herebyTransactions and Parent has not subsequently rescinded, modified or withdrawn such approval.

Corporate Authorization. Each of the Parent Parties (a) Alleghany has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party contemplated hereby subject to obtaining the Alleghany Requisite Stockholder Vote. The execution, delivery and performance by Alleghany of this Agreement and the consummation by each Alleghany of the Parent Parties of transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Alleghany Board. The Alleghany Board has, by resolutions duly adopted, determined that this Agreement and the transactions contemplated hereby are in the best interests of Alleghany and thereby have been its stockholders, has approved and adopted this Agreement and the plan of merger herein providing for the Merger, upon the terms and subject to the conditions set forth herein, approved the execution, delivery and performance by Alleghany of this Agreement and the consummation of the transactions to which it is a party contemplated hereby, upon the terms and subject to the conditions set forth herein and has resolved, subject to Section 5.5, to recommend approval of each of the matters constituting the Alleghany Requisite Stockholder Vote by the stockholders of Alleghany (such recommendation, the “Alleghany Board Recommendation”) and that such matters and recommendation be submitted for consideration at a duly authorized held meeting of the stockholders of Alleghany for a vote for such purposes (the “Alleghany Stockholders Meeting”). Except for the approval of the Stock Issuance by all necessary corporate action on the part affirmative vote of such Parent Party. No the holders of a majority of the shares of Alleghany Common Stock represented in person or by proxy at the Alleghany Stockholders Meeting, as required by Section 312.03 of the NYSE Listed Company Manual (the “Alleghany Requisite Stockholder Vote”), no other corporate proceedings on the part of such Parent Party Alleghany or any other vote by the holders of any class or series of capital stock of Alleghany are necessary to authorize approve or adopt this Agreement or to consummate the Additional Agreements transactions contemplated hereby (except for the filing of the Certificate of Merger as required by applicable Law). (b) This Agreement has been duly executed and delivered by Alleghany and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of Alleghany, enforceable against Alleghany in accordance with 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 (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”). (c) Merger Sub has all necessary limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement and the consummation by Merger Sub of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the sole member of Merger Sub. The sole member of Merger Sub has determined that this Agreement and the transactions contemplated hereby are in the best interests of Merger Sub and its sole member and has approved this Agreement. No other limited liability company proceeding on the part of Merger Sub is necessary to approve or adopt this Agreement or to consummate the transactions contemplated by this Agreement hereby (other than, in except for the case filing of the Certificate of Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementsas required by applicable Law). This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party Merger Sub and, assuming the due authorizationpower and authority of, and due execution and delivery by each of by, the other parties hereto and thereto (other than hereto, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent PartyMerger Sub, enforceable against such Parent Party Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger Bankruptcy and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyEquity Exception.

Corporate Authorization. Each of the Parent Parties (a) The Company has all requisite corporate power and authority to execute enter into and deliver this Agreement and and, subject to the Additional Agreements to which it is a partyStockholder Approval, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated hereby and thereby, in by this Agreement. Subject to the case accuracy of the Mergerrepresentations and warranties in Section 5.10, subject to receipt of the Parent Stockholder Approval. The execution execution, delivery and delivery performance by each of the Parent Parties Company of this Agreement and the Additional Agreements to which it is a party consummation by the Company of the Merger and the consummation by each of the Parent Parties of the other transactions contemplated hereby and thereby by this Agreement, subject to obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of such Parent Partythe Company. No other corporate proceedings on Subject to the part accuracy of such Parent Party are the representations and warranties in Section 5.10, the only vote of holders of any class of capital stock of the Company necessary to authorize adopt and approve this Agreement or the Additional Agreements to which it is a party or and to consummate the Merger and the transactions contemplated by this Agreement (other thanunder Applicable Law, in the case Company Governing Documents or otherwise) is adoption and approval of this Agreement by the affirmative vote of a majority of the Mergeroutstanding shares of Company Common Stock, voting as a single class (such vote, the receipt of the Parent “Stockholder Approval) or the Additional Agreements”). This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly and validly executed and delivered by such Parent Party the Company and, assuming the due authorization, execution and delivery hereof by each Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other parties hereto similar Applicable Law affecting creditors’ rights generally and thereto by general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Company Board, at a meeting duly called and held, unanimously (i) determined that this Agreement, the Merger and the other than a Parent Party)transactions contemplated hereby are fair to, advisable and in the best interests of the Company and the stockholders of the Company, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby and declared it advisable that the Company enter into this Agreement and consummate the Additional Agreements Merger and other transactions contemplated hereby, which approval, to which such Parent Party is a party constitute a legal, valid the extent applicable and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The accuracy of the representations and warranties in Section 5.10, constituted approval under the provisions of Section 203 of the DGCL as a result of which the transactions contemplated hereby, including the Merger, are not and will not be subject to the restrictions on “business combinations” under the provision of Section 203 of the DGCL, (iii) authorized and approved the execution, delivery and performance by the Company of this Agreement and consummation of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent , (iv) subject to Section 6.03, determined to recommend that the stockholders of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and Company approve the Merger and adopt this Agreement (the consummation “Board Recommendation”), and (v) directed that this Agreement be submitted to a vote of the other transactions contemplated herebyCompany’s stockholders.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Company Support Agreements to which it is a party(as applicable), to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder ApprovalTransactions. The execution execution, delivery and delivery performance by each of the Parent Parties and Merger Sub of this Agreement and the Additional Company Support Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby (as applicable) have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No and Merger Sub (subject, with respect to Merger Sub, only to approval by its sole stockholder, which will be effected by written consent prior to or immediately following the execution of this Agreement), and no other corporate proceedings on the part of such Parent Party and Merger Sub are necessary to authorize the execution and delivery of this Agreement or the Additional Company Support Agreements to which it is a party or for each of Parent and Merger Sub to consummate the transactions contemplated by this Agreement Transactions (other than, in the case of with respect to the Merger, the receipt filing of the Parent Stockholder Approval) or Certificate of Merger with the Additional AgreementsDelaware Secretary of State). This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming Assuming the due authorization, execution and delivery by each of the other parties hereto thereto of this Agreement and thereto (other than a Parent Party)the Company Support Agreements, this Agreement and the Additional Company Support Agreements to which such (as applicable) have been duly and validly executed and delivered by Parent Party is a party and Merger Sub and constitute a the legal, valid and binding obligation of such each of Parent Partyand Merger Sub, enforceable against such Parent Party each of them in accordance with their respective its terms, subject to the Enforceability Exceptions. . (b) The board of directors or similar governing body of each of Parent and Merger Sub has duly adopted resolutions (i) approving and declaring advisable this Agreement and the Transactions, including the Merger, (ii) approving this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement, (iii) in the case of Merger Sub only, directed that the adoption of this Agreement be submitted to a vote of Parent in its capacity as Merger Sub’s sole stockholder and (iv) in the case of Merger Sub only, recommended that Parent vote in favor of the adoption of this Agreement and the approval of the Merger in accordance with the DGCL. Parent, acting in its capacity as the sole stockholder of Merger Sub, will immediately after execution hereof (A) approve and adopt this Agreement by and (B) deliver a copy of such approval to the affirmative Company. (c) No vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person of, or by proxy and entitled to vote at the Parent Stockholder Meetingconsent by, assuming a quorum is present, is the only vote of the holders of any equity interests of Parent’s capital stock Parent is necessary to adopt authorize the execution, delivery and performance by Parent of this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote Transactions or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of otherwise required by Parent’s organizational documents, Applicable Law or any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyGovernmental Authority.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated hereby and therebyhereby, and, subject to, in the case of the consummation of the Merger, subject to receipt the adoption of this Agreement by Parent as the Parent Stockholder Approvalsole shareholder of Merger Sub. The execution execution, delivery and delivery performance by each of the Parent Parties and Merger Sub of this Agreement and the Additional Agreements to which it is a party consummation by Merger Sub of the Merger and the consummation by each of the Parent Parties of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No and Merger Sub, and no other corporate proceedings actions on the part of such Parent Party or Merger Sub 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 (other thanhereby, subject, in the case of the Merger, to the receipt adoption of this Agreement by Parent as the sole shareholder of Merger Sub, to the filing of the Cayman Merger Documents with the Registrar of Companies of the Cayman Islands in accordance with the Companies Law. (b) The Board of Directors of Merger Sub, at a meeting duly called and held or pursuant to unanimous written resolutions, has adopted resolutions that approved this Agreement, the Merger and the other transactions contemplated are in the best interests of Merger Sub and the Board of Directors of each of Parent Stockholder Approvaland Merger Sub have adopted resolutions that approved the execution, delivery and performance of this Agreement by Parent and Merger Sub, respectively, and the consummation of the Merger and the other transactions contemplated hereby. Parent, in its capacity as the sole shareholder of Merger Sub, has executed and delivered to Merger Sub a Special Resolution (as defined in the Merger Sub Bylaws) approving the consummation by Merger Sub of the Merger and the other transactions contemplated hereby. In each case, such resolutions and consents have not been subsequently rescinded, modified or the Additional Agreements. withdrawn. (c) This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such each of Parent Party 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 thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partyand Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby, and Parent has all requisite corporate power and authority to execute and deliver the Fortress Voting Agreement, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement by Parent and Merger Sub, the Additional Agreements to which it is a party performance of their obligations hereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and the execution and delivery of the Fortress Voting Agreement by Parent, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of such Parent. Other than the approval of the Parent Party. No Share Issuance by a majority of all votes cast at the Parent Meeting by holders of outstanding shares of Parent Common Stock and outstanding shares of Parent Preferred Stock (on an as-converted to Parent Common Stock basis as determined in accordance with Parent’s amended and restated certificate of incorporation), voting together as a single class (the “Parent Stockholder Approval”), no other corporate proceedings proceeding on the part of such Parent Party are or Merger Sub is necessary to authorize the execution and delivery of this Agreement or Agreement, the Additional Agreements Fortress Voting Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and, with respect to which it is a party or to consummate Parent only, thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and, with respect to Parent only, thereby. This Agreement, assuming due authorization, execution and delivery by this Agreement (other thanthe Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against each party in accordance with its terms, subject to the case Enforceability Exceptions, and each of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andFortress Voting Agreement, assuming the due authorization, execution and delivery by each of the other parties hereto and party thereto (other than a Parent Partyexcept for Parent), this Agreement and the Additional Agreements to which such Parent Party is constitutes a party constitute a legal, valid and binding obligation of such Parent PartyParent, enforceable against such Parent Party in accordance with their respective its terms, subject to the Enforceability Exceptions. . (b) The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at Board has unanimously approved the Parent Stockholder MeetingBoard Resolutions, assuming a quorum is present, is and the only vote board of the holders directors of any of Parent’s capital stock necessary to adopt Merger Sub has approved and declared advisable this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the (a) Parent Parties has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, 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 obtaining the Parent Stockholder Approval. The execution execution, delivery and delivery performance by each of the Parent Parties of this Agreement and the Additional Agreements consummation by Parent of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the board of directors of Parent (the “Parent Board”). The Parent Board has, by resolutions duly adopted, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Mergers, are in the best interests of Parent and its stockholders, (ii) approved and adopted this Agreement, including the Mergers, (iii) approved the execution, delivery and performance by Parent of this Agreement and the consummation by each of the Parent Parties of the transactions contemplated hereby hereby, and thereby have been duly authorized (iv) recommended approval by all necessary corporate action on the part stockholders of such Parent Partyof the issuance by Parent of Parent Shares as consideration hereunder (the “Stock Issuance”). No Except for the approval of the Stock Issuance by the written consent of the holders of a majority of the outstanding Parent Shares (the “Parent Stockholder Approval”), no other corporate proceedings on the part of such Parent Party or any other vote by the holders of any class or series of capital stock of Parent are necessary to authorize approve or adopt 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 hereby. The Parent Stockholder Approval) or the Additional AgreementsWritten Consent provides that it will be irrevocable upon delivery. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party)hereto, this Agreement and constitutes the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent PartyParent, enforceable against such Parent Party in accordance with their respective its terms, subject except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) Each of LLC Sub and Merger Sub has all necessary limited liability company or corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote execution, delivery and performance by each of LLC Sub and Merger Sub of this Agreement and the consummation by LLC Sub and Merger Sub of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors or written consent similar governing body of LLC Sub or Merger Sub. Other than adoption of this Agreement by LLC Sub, as the sole stockholder of Merger Sub, no other corporate proceeding on the part of LLC Sub or Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to approve or adopt this Agreement and approve or to consummate the Merger and the consummation of the other transactions contemplated hereby. This Agreement has been duly executed and delivered by each of LLC Sub and Merger Sub and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of each of LLC Sub and Merger Sub, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Corporate Authorization. Each of the Parent Parties Such Company has all requisite necessary corporate power and authority to execute enter into and deliver to perform its obligations under this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements other Transaction Documents to which it is a party in accordance with the respective terms thereof; and the consummation execution, delivery and performance by each such Company of this Agreement and the Parent Parties of other Transaction Documents to which it is a party in accordance with the transactions contemplated hereby and thereby respective terms thereof have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional AgreementsCompany. This Agreement constitutes and the Additional Agreements any other Transaction Document to which such Parent Party is Company will be a party have been duly executed will constitute upon the execution thereof, the legal, valid and delivered by binding obligation of such Parent Party Company, and, assuming the due authorization, execution and delivery by the other party thereto, is enforceable against such Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Upon the execution of each of the other parties hereto and thereto (Transaction Documents at the respective Closing, each of such other than a Parent Party), this Agreement and the Additional Agreements agreements to which such Parent Party Company and any of such Company Group members is a party will constitute a the legal, valid and binding obligation of the Company or such Parent Partymember, and will be, assuming the due authorization, execution and delivery by the other party thereto, enforceable against such Parent Party Company in accordance with their its respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the Enforceability Exceptionsrelief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The approval Such Company has taken all necessary actions required for the purpose of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt enforcing this Agreement and approve effecting the Merger sale of all Companies Shares hereunder on its respective Non-Executing Shareholders in accordance with Section 341 of the Companies Law, Article 40 of IDIT Articles of Association or Article 105 of FIS Articles, as applicable and any other applicable requirements (other than such actions required to be taken following the “Parent Stockholder Approval”execution of this Agreement, with respect to which such Company shall take all such necessary actions by the respective Closing) and the consummation Executing Shareholders of such Company constitute a sufficient majority in accordance with Section 341 of the other transactions contemplated hereby. The affirmative vote Companies Law and Article 40 of IDIT Articles of Association or written consent Article 105 of FIS Articles, as applicable, in order to effect a sale of all the Companies Shares such that as of the sole stockholder of the Merger Sub is the only vote of the holders respective Closing Purchaser will acquire good and valid title, free and clear of any of Merger Sub’s capital stock necessary Liens, in and to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyall outstanding Companies Shares.

Corporate Authorization. Each of the Parent Parties (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 partyAgreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby Merger and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approvalother Contemplated Transactions. The execution execution, delivery and delivery by each of the Parent Parties performance of this Agreement and the Additional Agreements to which it is a party any other agreement contemplated hereby and the consummation by each the Company of the Parent Parties of Merger and the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by all necessary requisite corporate action on the part of such Parent Party. No the Company and no other corporate proceedings on the part of such Parent Party 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 Contemplated Transactions, other than, in as of the case date of this Agreement with respect to the Merger, (i) the receipt adoption of this Agreement and the approval of the Parent Merger 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 such Parent Party is a party have has been duly and validly executed and delivered by such Parent Party the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partythe Company, enforceable against such Parent Party the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Applicable Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, regardless of whether enforcement is sought in a proceeding at equity or law (the Enforceability Exceptions. “Bankruptcy and Equity Exception”). (b) The approval Company Board has unanimously adopted resolutions, prior to the execution of this Agreement, (i) determining that this Agreement, the Merger and the Contemplated Transactions are fair to, and in the best interests of, the Company and its stockholders, (ii) approving and declaring advisable to enter into this Agreement and approved the execution, delivery and performance of this Agreement and any other agreement contemplated hereby and the consummation of the Merger and the Contemplated Transactions, (iii) resolving to recommend that the holders of Company Common Stock adopt this Agreement by and (iv) directing that this Agreement be submitted to the affirmative vote of holders of a majority Company Common Stock for their adoption, which resolutions have not been subsequently withdrawn or modified in any respect in violation of the then outstanding shares provisions of Parent Common Stock present in person or by proxy and entitled to vote at the Parent this Agreement. (c) The Company Stockholder Meeting, assuming a quorum is present, Approval is the only vote of the holders of any class or series of Parent’s capital stock or other securities of the Company necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve consummate the Merger and the consummation Contemplated Transactions under the Applicable Laws of the other transactions contemplated herebyState of Delaware, including the DGCL.

Corporate Authorization. Each Subject to the authorization and approval of this Agreement, and the consummation of the Parent Parties transactions contemplated hereby, by the vote of the holders of a majority of the issued and outstanding Common Shares (“Stockholder Approval”), Seller has all requisite corporate power power, authority and authority legal capacity to execute and deliver this Agreement Agreement, and Seller and each of the Additional Subsidiaries, respectively, has all the requisite power, authority and legal capacity to execute and deliver the Ancillary Agreements to which it is a partyparty and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Seller or the Subsidiaries in connection with the transactions contemplated by this Agreement (collectively, the “Seller Documents”), to perform its their respective obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution execution, delivery and delivery by each of the Parent Parties performance of this Agreement and each of the Additional Agreements to which it is a party Seller Documents and the consummation by each of the Parent Parties 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 such Parent Party. No Seller and each of the Subsidiaries and no other corporate proceedings on the part of such Parent Party Seller or any Subsidiary are necessary to authorize or consummate this Agreement or any Seller Document, or the Additional Agreements other transactions contemplated hereby or thereby, except for the Stockholder Approval. On or prior to which it is a party or to consummate the date hereof, Seller’s board of directors has (i) determined that this Agreement, the Seller Documents and the transactions contemplated by hereby and thereby, are fair to and in the best interests of Seller and the stockholders of Seller, (ii) adopted resolutions approving this Agreement, the Seller Documents and the transactions contemplated hereby and thereby, and (iii) adopted resolutions declaring this Agreement (other than, advisable and recommending to the stockholders of Seller that they vote in the case favor of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementsadopting and approving this Agreement. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly and validly executed and delivered by such Parent Party and, Seller and (assuming the due authorization, execution and delivery hereof by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and parties) constitutes the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent PartySeller, enforceable against such Parent Party Seller in accordance with their respective its terms, subject to except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Enforceability Exceptions. The approval rights of the Merger creditors generally and this Agreement by the affirmative vote of holders general principles of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyequity.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval3.2.1. The execution execution, delivery and delivery performance by the Seller of this Agreement, the Warrants, the Certificate of Designation and each of the Parent Parties of other documents executed pursuant to and in connection with this Agreement and (the Additional Agreements to which it is a party "Related Documents"), and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Stock and the Warrants, and the subsequent issuance of the Conversion Shares, and the subsequent issuance of the Warrant Shares upon exercise of the Warrants, and the subsequent issuance, if the Seller so elects, of shares of Common Stock in payment of the dividends on the Preferred Stock, which shares of Common Stock are herein referred to as "Dividend Shares") (the "Transactions") have been duly authorized by all necessary authorized, and no additional corporate action on is required for the part approval of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 MergerRelated Documents. The Conversion Shares, the receipt of Dividend Shares and the Parent Stockholder Approval) or Warrant Shares have been duly reserved for issuance by the Additional AgreementsSeller. This Agreement and the Additional Agreements to which such Parent Party is a party Related Documents have been or, to the extent contemplated hereby or by the Related Documents, will be duly executed and delivered by such Parent Party and, assuming and constitute the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation agreement of such Parent Partythe Seller, enforceable against such Parent Party the Seller in accordance with their respective terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of its obligations hereunder are subject to the Enforceability Exceptionsgeneral principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 3.2.2. The approval Preferred Stock that will be issued and delivered to the Purchasers at Closing in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens, claims and encumbrances and free of restrictions on transfer other than those imposed by applicable state and federal securities laws. The Common Stock issuable upon conversion of the Merger Preferred Stock and this Agreement by the affirmative vote of holders of a majority exercise of the then outstanding shares Warrants has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of Parent the Certificate of Designation or the Warrants, will be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens, claims and encumbrances and free of restrictions on transfer other than those imposed by applicable federal and state securities laws and, assuming the accuracy of the representations and warranties of the Purchasers, will be issued in compliance with all applicable federal and state securities laws. 3.2.3. The issuance of the Preferred Stock, the Warrants or the Common Stock present in person upon conversion or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote exercise of the holders Preferred Stock or Warrants, as applicable, will not result in or obligate the Seller to (i) issue or offer to issue, with or without consideration, any securities or rights to acquire any securities to any person, whether as a pre-emptive right, right of first refusal or similar rights of stockholders, or pursuant to any to rights plan, or pursuant to any agreement, undertaking or other obligation of any nature, or (ii) adjust the number or kind of Parent’s capital stock necessary to adopt this Agreement and approve securities held by or issuable (with or without the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders payment of any of Merger Sub’s capital stock necessary consideration) to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyany person.

Corporate Authorization. Each of the Ultimate Parent, Parent Parties and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyTransactions, in the case of including the Merger, subject to receipt of the Parent Stockholder Approval. The execution execution, delivery and delivery by each of the Parent Parties performance of this Agreement by Ultimate Parent, Parent and the Additional Agreements to which it is a party Merger Sub and the consummation by each of the Parent Parties them of the transactions contemplated hereby and thereby Transactions, including the Merger have been duly and validly authorized by all necessary corporate action on the part of such Ultimate Parent, Parent Party. No and Merger Sub and, except for the approval and adoption of this Agreement by Parent, in its capacity as sole stockholder of Merger Sub, no other corporate proceedings actions on the part of such Ultimate Parent, Parent Party or Merger Sub are necessary to authorize the execution and delivery by Ultimate Parent, ▇▇▇▇▇▇ and Merger Sub of this Agreement or and the Additional Agreements to which it is a party or to consummate consummation of the transactions contemplated by this Agreement (other thanTransactions, including the Merger, subject, in the case of the consummation of the Merger, to the receipt filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Parent Stockholder ApprovalBoard of Directors has unanimously approved this Agreement and the Transactions, including the Merger, and the performance by it of its covenants and agreements contained herein. The Merger Sub Board of Directors has unanimously (a) or determined that the Additional Agreementsterms of the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and its sole stockholder, (b) determined that it is in the best interest of ▇▇▇▇▇▇ Sub to enter into, and approved, adopted and declared advisable, this Agreement, (c) approved the execution and delivery by Merger Sub of this Agreement, the performance by ▇▇▇▇▇▇ Sub of its covenants and agreements contained herein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained herein, and (d) resolved to recommend that Parent, as the sole stockholder of Merger Sub, approve the adoption of this Agreement and the Transactions, including the Merger, by written consent. The Ultimate Parent Board of Directors has (1) determined that the terms of the Transactions, including the Merger, are in the best interests of, Ultimate Parent and its shareholders taken as a whole and (2) approved this Agreement and the Transactions, including the Merger, and the performance by it of its covenants and agreements contained herein. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly and validly executed and delivered by such Ultimate Parent, Parent Party and Merger Sub and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and constitutes the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation agreement of such the Company, this Agreement constitutes the legal, valid and binding agreement of Ultimate Parent, Parent Party, and Merger Sub and is enforceable against such Ultimate Parent, Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger Bankruptcy and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyEquity Exception.

Corporate Authorization. Each (a) The execution, delivery and performance by the Company of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and, except for adoption and approval of this Agreement by the vote of the holders of a majority of the outstanding Company Shares (the "COMPANY STOCKHOLDER APPROVAL"), no other corporate proceedings on the part of the Company are necessary to which it is a party, to perform its obligations hereunder and thereunder, and authorize or consummate this Agreement or to consummate the other transactions contemplated hereby (other than the filing and recordation of the appropriate documents with respect to the Merger in accordance with the DGCL). (b) On or prior to the date hereof, the Company's Board of Directors has (i) determined that this Agreement, the Voting Agreements and the transactions contemplated hereby and thereby, in the case of including the Merger, subject are fair to receipt and in the best interests of the Parent Stockholder Approval. The execution Company and delivery by each of its Stockholders, (ii) adopted resolutions approving this Agreement, the Parent Parties of Voting Agreements and the transactions contemplated hereby and thereby, including the Merger, (iii) adopted resolutions declaring this Agreement and the Additional Agreements plan of merger contained herein advisable, (iv) recommending to which it is a party the Company Stockholders that they vote in favor of adopting and approving this Agreement in accordance with the consummation by each terms hereof and (v) adopted resolutions declaring that Section 203 of the Parent Parties DGCL and any other Takeover Statute are and shall be inapplicable to Parent, Acquiror, the Merger, this Agreement, the Voting Agreements or any of the transactions contemplated hereby or thereby. Such approval by the Company's Board of Directors is sufficient to render inapplicable to this Agreement, the Voting Agreements, the Merger and thereby have been duly authorized by all necessary corporate action on the part any of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 thanhereby or thereby, in the case provisions of Section 203 of the MergerDGCL. To the Company's Knowledge, no other Takeover Statute applies or purports to apply to this Agreement, the receipt Voting Agreements, the Merger or any of the Parent Stockholder Approval) transactions contemplated hereby or thereby. No provision of the Certificate of Incorporation or the Additional Agreements. By-laws of the Company or similar governing instruments of any Company Subsidiary would, directly or indirectly, restrict or impair the ability of Parent to vote, or otherwise to exercise the rights of a stockholder with respect to, any shares of the Company and any Company Subsidiary that may be acquired or controlled by Parent. (c) This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly and validly executed and delivered by such Parent Party andthe Company, and assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), that this Agreement constitutes the valid and binding obligation of Parent and Acquiror, constitutes the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partythe Company, enforceable against such Parent Party the Company in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent PartyParent. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party P▇▇▇▇▇ and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent PartyParent), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent PartyParent, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is presentpresent (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby, except that the approval of the Amended Parent Charter requires the approval of a majority of the issued and outstanding shares of Parent Common Stock and approval of the members of the Board of Directors of Parent immediately after the Closing requires a plurality of the votes cast. The As of the Closing Date, the affirmative vote or written consent of the sole stockholder of the Merger Sub Parent is the only vote of the holders of any of Merger Sub’s share capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Shareholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Ancillary Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 than the Parent Stockholder Shareholder Approval) or the Additional Ancillary Agreements. This Agreement and the Additional Ancillary Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Ancillary Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger . (b) By resolutions duly adopted (and this Agreement not thereafter modified or rescinded) by the affirmative unanimous vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary Board of Directors, Parent’s Board of Directors has (i) approved the execution, delivery and performance by Parent of this Agreement, the Ancillary Agreements to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) which it is a party and the consummation of the other transactions contemplated hereby. The affirmative vote 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 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 Parent and Parent’s shareholders; (iii) reserved, or written consent caused Domesticated Parent to reserve, from its duly authorized capital stock, not less than 100% of the sole stockholder Aggregate Merger Consideration, and (iv) directed that the adoption of this Agreement be submitted to Parent’s shareholders for consideration and recommended that all of Parent’s shareholders adopt and approve each of the Merger Sub is the only Parent Proposals (“Parent Board Recommendation”). (c) By resolutions duly adopted (and not thereafter modified or rescinded) by unanimous vote of the holders of any of Merger Domestication Sub’s capital stock necessary Board of Directors, the Domestication Sub’s Board of Directors has unanimously (i) approved the execution, delivery and performance by Domestication Sub of this Agreement, the Ancillary Agreements to adopt this Agreement and approve the Merger which it is a party and the consummation of the other transactions contemplated herebyhereby and thereby, including the Domestication, on the terms and subject to the conditions set forth herein and therein; and (ii) determined that this Agreement, the 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 Domestication Sub and Domestication Sub’s sole shareholder; (d) By resolutions duly adopted (and not thereafter modified or rescinded) by unanimous vote of the Merger Sub’s Board of Directors, the Merger Sub’s Board of Directors has unanimously (i) approved the execution, delivery and performance by M▇▇▇▇▇ Sub of this Agreement, the 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; and (ii) determined that this Agreement, the 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 Merger Sub and M▇▇▇▇▇ Sub’s sole shareholder.

Corporate Authorization. (a) Each of the Parent Parties Company, Holdco and Holdco Sub has all requisite full corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Mergerand, subject to receipt of the Parent Stockholder ApprovalRequisite Shareholder Vote, to consummate the Mergers and to perform each of its obligations hereunder. The execution execution, delivery and delivery performance by each of the Parent Parties Company, Holdco and Holdco Sub of this Agreement and the Additional Agreements to which it is a party consummation by the Company, Holdco and Holdco Sub of the Mergers and the consummation by each of the Parent Parties of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of such Parent PartyDirectors of the Company, Holdco and Holdco Sub. No Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company Shares (the “Requisite Shareholder Vote”), no other corporate proceedings on the part of such Parent Party are the Company or vote of the securityholders of the Company or of Holdco is necessary to authorize approve and adopt this Agreement or otherwise in order for the Additional Agreements to which it is a party Company or Holdco to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement Mergers and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent Board of Directors of the sole stockholder Company, at a duly held meeting has (i) determined that the Mergers and this Agreement are in the best interests of the Merger Sub is Company and its shareholders, (ii) approved the only vote Mergers and the execution, delivery and performance of this Agreement, and (iii) resolved to recommend that the Company shareholders approve and adopt this Agreement, and directed that such matter be submitted for consideration by the shareholders of the holders Company at the Company Shareholder Meeting. The Company has made available to Parent, prior to the date of any this Agreement, complete and accurate copies of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the Amended and Restated Bylaws of the Company (the “Company Bylaws”). (b) This Agreement has been duly and validly executed and delivered by the Company, Holdco and Holdco Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Sub’s capital stock necessary to adopt this Agreement , constitutes a legal, valid and approve the Merger and the consummation binding agreement of the other transactions contemplated herebyCompany, Holdco and Holdco Sub enforceable against the Company, Holdco and Holdco Sub in accordance with its terms. (c) Upon request of Parent, the Company shall make available to Parent copies of the organizational or governing documents of its Subsidiaries.

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Sub of the transactions contemplated hereby are within the corporate powers of Parent and thereby Merger Sub and, except for the Parent Shareholder Approval and the approval of the Merger and the transactions contemplated hereby by Parent as the sole shareholder of Merger Sub, have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional AgreementsParent. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto Merger Sub and thereto (other than constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation agreement of such Parent Party, and Merger Sub enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to the Enforceability Exceptionsor affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote votes of the holders of any class or series of Parent’s capital stock of Parent necessary to adopt in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and approve are the Merger affirmative votes (the “Parent Stockholder Shareholder Transaction Approval”) and the consummation of the other transactions contemplated herebyholders of Parent Common Stock and Parent Preferred Stock, voting together as a single class, (A) representing a majority of the votes eligible to be cast by such holders approving the amendment of Parent’s articles of incorporation in accordance with Section 7.02(a)(i)(B), (B) representing a majority of the voting power of such shares present and entitled to vote to approve the issuance of Parent Common Stock in connection with the Merger and (C) representing a majority of the voting power of such shares present and entitled to vote to approve the amendment of Parent’s bylaws in accordance with Section 7.02(a)(ii). The affirmative vote or written consent of (the sole stockholder of “Parent Shareholder Charter Approval” and, together with the Merger Sub is Parent Shareholder Transaction Approval, the only vote “Parent Shareholder Approval”) of the holders of any Parent Common Stock and Parent Preferred Stock, voting together as a single class, representing two-thirds of Merger Subthe votes eligible to be cast by such holders, shall be required to amend Parent’s capital stock necessary articles of incorporation to adopt eliminate Article V of the articles of incorporation, such that Parent’s articles of incorporation shall be in accordance with Section 7.02(a)(i)(A). (b) At a meeting duly called and held, Parent’s Board of Directors has (i) unanimously determined that this Agreement and approve the Merger transactions contemplated hereby are fair to and in the best interests of Parent and its shareholders, (ii) unanimously approved this Agreement and the consummation of the other transactions contemplated herebyhereby and (iii) unanimously resolved (subject to Section 7.05) to recommend that Parent’s shareholders grant the Parent Shareholder Approval.

Corporate Authorization. Each of the Parent Parties Seller has all requisite full corporate power and authority to execute and deliver this Agreement, the Stockholder's Agreement and each of the Additional Ancillary Agreements to which it is or will be a party, and Seller had or will have full corporate power and authority to execute any agreements, instruments and other documents relating to the Pre-Signing Restructuring Transactions and the Post-Signing Restructuring Transactions, 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 Parent Stockholder Approval. The execution execution, delivery and delivery performance by Seller of this Agreement, the Stockholder's Agreement and each of the Parent Parties of this Agreement and the Additional Ancillary Agreements to which it is or will be a party has been duly and validly authorized and no additional corporate or stockholder authorization or consent is required in connection with the execution, delivery and performance by Seller of this Agreement, the Stockholder's Agreement or any of such Ancillary Agreements. The execution, delivery and performance by Seller of any agreements, instruments and other documents relating to the Pre-Signing Restructuring Transactions and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements Post-Signing Restructuring Transactions to which it is or will be a party was or will be duly and validly authorized and no additional corporate or stockholder authorization or consent was or will be required in connection with the execution, delivery and performance by Seller of any agreements, instruments or other documents relating to the Pre-Signing Restructuring Transactions and the Post-Signing Restructuring Transactions. Each Affiliate of Seller has or prior to the Closing will have full corporate power and authority to execute and deliver each Ancillary Agreement or other document or agreement to be delivered at or prior to the Closing to which it is or will be a party and to perform its obligations thereunder. Each Affiliate of Seller had or will have full corporate power and authority to execute and deliver any agreements, instruments or other documents relating to the Pre-Signing Restructuring Transactions and the Post-Signing Restructuring Transactions to which it is or will be a party and to perform its obligations thereunder. The execution, delivery and performance by each Affiliate of Seller of each Ancillary Agreement or other document or agreement to be delivered at or prior to the Closing to which it is or will be a party has been or prior to the Closing will have been duly and validly authorized, and no additional corporate or stockholder authorization or consent is or will be required in connection with the execution, delivery and performance by any Affiliate of Seller of the Ancillary Agreements or other documents or agreements to be delivered at or prior to the Closing to which such Affiliate is or will be a party or signatory. The execution, delivery and performance by each Affiliate of Seller of each agreement, instrument and other document relating to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement Pre-Signing Restructuring Transactions and the Additional Agreements Post-Signing Restructuring Transactions to which it is or will be a party was or will be duly and validly authorized, and no additional corporate or stockholder authorization or consent was or will be required in connection with the execution, delivery and performance by any Affiliate of Seller of any agreements, instruments or other documents relating to the Pre-Signing Restructuring Transactions and the Post-Signing Restructuring Transactions to which such Parent Party Affiliate is or will be a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebysignatory.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute performance by Parent, Bidco and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by Parent, Bidco and each of the Parent Parties Merger Sub of the transactions contemplated hereby by this Agreement are within the corporate powers and thereby authority of Parent, Bidco and each Merger Sub and, except for the Parent Shareholder Approval and the adoption of this Agreement by the sole stockholders of Bidco and Merger Sub I and the approval of this Agreement by the sole member of Merger Sub II, have been duly authorized by all necessary corporate action on the part of such Parent, Bidco and each Merger Sub. The affirmative vote of a majority of the votes cast by the holders of outstanding Parent Party. No other corporate proceedings on the part Ordinary Shares at a duly convened and held meeting of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to Parent’s shareholders at which it a quorum is a party or to consummate present (i) approving the transactions contemplated by this Agreement (other thanincluding, if required, with respect to the issuance of Parent ADSs in connection with the First Merger (the “Parent ADS Issuance”)), (ii) authorizing the Board of Directors of Parent (or a duly authorized committee thereof) to (x) allot and issue the Parent Ordinary Shares underlying the Parent ADSs issued in connection with the First Merger and (y) authorize Parent and its Subsidiaries to incur borrowings in excess of the limit on “moneys borrowed” set out in the case Parent Organizational Documents (as in effect on the date hereof), provided that the total amount of “moneys borrowed” so authorized shall not exceed (taking into account any borrowings required to fund the MergerFinancing Amount) £5.0 billion and (iii) approving any Company Stock Plan to the extent considered necessary by Parent under English law or regulation to give effect to Section 2.08 or to the rights of any holder of any options or awards under any Company Stock Plan, such resolutions being proposed in the Parent Circular as being inter-conditional on one another (and being, collectively, the receipt of the “Parent Stockholder Shareholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party”), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is are the only vote approvals and/or votes of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and in connection with the consummation of the other Mergers. This Agreement has been duly executed and delivered by each of Parent, Bidco and each Merger Sub and (assuming due authorization, execution and delivery by the Company) constitutes a valid, legal and binding agreement of each of Parent, Bidco and each Merger Sub enforceable against Parent, Bidco and each Merger Sub in accordance with its terms (subject to the Bankruptcy and Equity Exceptions). (b) At a meeting duly convened and held, the Board of Directors (or a duly authorized committee of the Board of Directors) of Parent unanimously adopted resolutions that (i) this Agreement and the transactions contemplated hereby will be most likely to promote the success of Parent for the benefit of its shareholders as a whole, (ii) approved this Agreement and the transactions contemplated hereby. The affirmative vote or written consent , (iii) resolved that the approval of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger transactions contemplated hereby (including the resolutions required to be passed for the purposes of the Parent Shareholder Approval) be submitted to a vote at a meeting of Parent’s shareholders and (iv) resolved to recommend the approval of the transactions contemplated by this Agreement (including the resolutions required to be passed for the purposes of the Parent Shareholder Approval) by Parent’s shareholders (such recommendation, the “Parent Board Recommendation”). Except as permitted by Section 7.02, the Board of Directors of Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. (c) The Board of Directors of Bidco has unanimously adopted resolutions (i) determining that this Agreement and the consummation of the other transactions contemplated herebyhereby (including the Mergers) are fair to and in the best interests of Bidco and its stockholder and (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Mergers). The Board of Directors of Merger Sub I has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Mergers) are fair to and in the best interests of Merger Sub I and its stockholder, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Mergers), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of its stockholder, and (iv) recommending approval and adoption of this Agreement by its stockholder. (d) The sole member of Merger Sub II has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Mergers) are fair to and in the best interests of Merger Sub II and its sole member and (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Mergers).

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties and Merger Sub of this Agreement and the Additional Ancillary Agreements to which it such Person is a party party, and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions, are within the corporate powers of each of Parent and Merger Sub and, except for the Parent Parties Stockholder Approval and the Merger Sub Consent (which Merger Sub Consent will be delivered to the Company immediately after the execution and delivery of the transactions contemplated hereby and thereby this Agreement), have been duly authorized by all necessary corporate action or limited liability company action, as applicable, on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability ExceptionsMerger Sub. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person only votes or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote approvals of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve in connection with the consummation of the Merger and the other Transactions contemplated hereby (the “Parent Stockholder Approval”) are (i) a majority of the votes cast at a duly called and held meeting of Parent’s stockholders at which a quorum is present (in person or represented by proxy) approving the issuance of shares of Parent Common Stock in connection with the Merger (the “Parent Share Issuance”) and (ii) a majority of the votes cast in favor of adoption of the Restated Parent Articles at a duly called and held meeting of Parent’s stockholders at which a quorum is present (in person or represented by proxy). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and each of the Ancillary Agreements to which Parent and Merger Sub is a party has been (or will be) duly executed and delivered by such Person, and (assuming due authorization, execution and delivery by the other parties hereto and thereto) each constitutes (or will constitute) a valid and binding agreement of such Person enforceable against such Person in accordance with its terms (subject to the Bankruptcy and Equity Exceptions). (b) At a meeting duly called and held, the Board of Directors of Parent unanimously adopted resolutions (i) determining that this Agreement and the consummation Transactions (including the Parent Share Issuance and the Restated Parent Articles) are fair to and in the best interests of Parent and its stockholders; (ii) approving, adopting and declaring advisable this Agreement and the Transactions (including the Parent Share Issuance and adoption of the other transactions contemplated herebyRestated Parent Articles); (iii) directing that the Parent Share Issuance and the Restated Parent Articles be submitted to a vote at a meeting of Parent’s stockholders; and (iv) recommending approval of the Parent Share Issuance and the Restated Parent Articles by Parent’s stockholders. The affirmative vote or written consent Board of Directors of Merger Sub has unanimously adopted resolutions (i) approving, adopting and declaring advisable this Agreement and the Transactions and (ii) directing that this Agreement (including the Merger) be submitted to Parent for its approval and adoption in its capacity as the sole stockholder of Merger Sub. Except as permitted by Section 6.01, none of the Boards of Directors of Parent or Merger Sub is the only vote has subsequently rescinded, modified or withdrawn any of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyforegoing resolutions.

Corporate Authorization. Each of the Parent Parties (a) The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approvalhereby. The execution execution, delivery and delivery performance by each of the Parent Parties Company of this Agreement and the Additional Agreements to which it is a party consummation by the Company of the Merger and the consummation by each of the Parent Parties of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Partythe Company. No vote of the holders of outstanding shares of Company Common Stock is required to approve and adopt this Agreement and the Merger. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other corporate proceedings similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board (upon the unanimous recommendation of the Transactions Committee) duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the part Delaware Law will not apply with respect to or as a result of the Offer, the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and thereby, and (iv) making the Board Recommendation; and such Parent Party are necessary board resolutions have not been rescinded, modified or withdrawn in any way. (c) The Company Board has properly elected to authorize enter into this Agreement and consummate the transactions contemplated hereby pursuant to Section 251(h) of Delaware Law. No provision of the Company’s certificate of incorporation or bylaws (i) requires a vote of the stockholders of the Company to approve the Offer, this Agreement or the Additional Agreements to which it is a party or to consummate consummation of the Merger and the other transactions contemplated by this Agreement or (other than, in ii) prohibits the case of the Merger, the receipt of the Company and Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of from completing the Merger and this Agreement by pursuant to Section 251(h) of Delaware Law. Absent Section 251(h) of Delaware Law, the affirmative vote of the holders of a majority of the then outstanding voting power of the shares of Parent Company Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is outstanding would be the only vote of the holders of any of Parent’s capital stock Company Common Stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated herebyhereby under Delaware Law, the Company’s certificate of incorporation and bylaws. The affirmative vote Immediately prior to the Company’s execution of this Agreement, the shares of Company Common Stock are listed on a national securities exchange or written consent are held of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyrecord by more than 2,000 holders.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties and the Purchaser of this Agreement and the Additional Agreements to which it is a party completion by the Purchaser and the consummation Parent of the transactions contemplated to be completed by such Person hereby are within the corporate powers of each of the Purchaser and the Parent and no other corporate action not previously taken on the part of each of the Purchaser and the Parent is necessary to authorize the execution and delivery by the Company of this Agreement, the performance by each of the Purchaser and the Parent Parties of its respective covenants and obligations hereunder and the completion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Partyhereby. No other corporate proceedings on vote of the part shareholders of such Parent Party are the Purchaser is 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 than, in the case that will not be obtained as of the Merger, the receipt date of this Agreement. Each of the Parent Stockholder Approval) or the Additional Agreements. This Agreement Purchaser and the Additional Agreements to which such Parent Party is a party have been has duly executed and delivered by such Parent Party this Agreement, and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes a valid and binding agreement of each of the other parties hereto Purchaser and thereto the Parent, enforceable against each of the Purchaser and the Parent in accordance with its terms (other than a except insofar as such enforceability may be limited by the Enforceability Exceptions). (b) The respective boards of directors of the Purchaser and the Parent Party), have each unanimously (i) determined that this Agreement and the Additional Agreements transactions contemplated hereby are in the best interests of the Purchaser’s or the Parent’s shareholders, as applicable, and declared it advisable, to which such Parent Party is a party constitute a legal, valid enter into this Agreement and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, consummate the transactions contemplated hereby upon the terms and subject to the Enforceability Exceptions. The approval conditions set forth herein, and (ii) approved the execution and delivery of the Merger and this Agreement by the affirmative vote of holders of a majority Purchaser and the Parent, respectively, the performance by each of the then outstanding shares of Parent Common Stock present in person or by proxy Purchaser and entitled to vote at the Parent Stockholder Meetingof their respective covenants and other obligations hereunder, assuming a quorum is present, is and the only vote completion of the transactions contemplated hereby upon the terms and conditions set forth herein. No approval of the holders of any class of Parent’s capital stock necessary securities of the Parent is required under Applicable Law or the listing rules of the NYSE to adopt enter into this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation or consummate any of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each Subject to the approval of the Parent Parties Bankruptcy Court, each of the Representing Persons has all requisite corporate right, power and authority to execute and deliver enter into this Agreement and each of the Additional Agreements other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebythereby and to comply with the terms, in the case of the Merger, subject to receipt of the Parent Stockholder Approvalconditions and provisions hereof and thereof. The execution and delivery by each of the Parent Parties Representing Persons of this Agreement and the Additional Agreements of each other Transaction Document to which it is a party is, and the consummation issuance, sale and delivery of the Units by the Reorganized Debtors and the compliance by the Representing Persons (or the Reorganized Debtors, as the case may be) with each of the Parent Parties provisions of this Agreement and of each other Transaction Document to which they (or the Reorganized Debtors, as the case may be) are a party will, upon the approval of the transactions contemplated hereby Bankruptcy Court, be (i) within the corporate power and thereby authority of the Representing Persons (or the Reorganized Debtors, as the case may be) and (ii) have been duly authorized by all necessary requisite corporate action on of the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement Representing Persons (or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanReorganized Debtors, in as the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementsmay be). This Agreement has been, and each of the Additional Agreements other Transaction Documents to which such Parent Party is the Representing Persons (or the Reorganized Debtors, as the case may be) are a party have been duly party, when executed and delivered by such Parent Party andthe Representing Persons (or the Reorganized Debtors, assuming as the due authorizationcase may be) will be, execution duly and delivery validly executed and delivered by the Representing Persons (or the Reorganized Debtors, as the case may be), and this Agreement constitutes, and each of the other parties hereto Transaction Documents when executed and thereto delivered by the Representing Persons (other than or the Reorganized Debtors, as the case may be) will constitute, upon approval of the Bankruptcy Court, a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation agreement of such Parent Partythe Representing Persons (or the Reorganized Debtors, as the case may be), enforceable against such Parent Party the Representing Persons (or the Reorganized Debtors, as the case may be) in accordance with their respective its terms, subject to except as such enforcement may be limited by bankruptcy, reorganization, insolvency and other similar laws affecting the Enforceability Exceptions. The approval enforcement of the Merger creditors' rights generally and this Agreement limitations imposed by the affirmative vote general principles of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyequity.

Corporate Authorization. Each (a) The execution, delivery and performance by the Company of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and, except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company are necessary to which it is a party, to perform its obligations hereunder and thereunder, and authorize or consummate this Agreement or to consummate the other transactions contemplated hereby (other than the filing and recordation of the appropriate documents with respect to the Merger in accordance with the OBCA). (b) On or prior to the date hereof, the Company's Board of Directors has (i) determined that this Agreement, the Voting Agreement and the transactions contemplated hereby and thereby, in the case of including the Merger, subject are fair to receipt and in the best interests of the Parent Stockholder Approval. The execution Company and delivery by each of the Parent Parties of its Shareholders, (ii) adopted resolutions approving this Agreement and the Additional Agreements transactions contemplated hereby and thereby, including the Merger, (iii) adopted resolutions declaring this Agreement and the Merger advisable, (iv) adopted resolutions directing that this Agreement be submitted to which it a vote at a meeting of Company Shareholders; (v) adopted resolutions recommending to the Company Shareholders that they vote in favor of approving this Agreement in accordance with the terms hereof; and (vi) adopted resolutions approving this Agreement, the Merger and the Voting Agreement, prior to the date on which, to the Knowledge of the Company, any Person that is a party and to this Agreement or the Voting Agreement became an "interested shareholder" as such term is defined in Section 60.825 of the OBCA. Neither the execution, delivery or performance of this Agreement or any of the Ancillary Agreements, nor the consummation by each of the Parent Parties Merger or any of the other transactions contemplated hereby or thereby constitute (a) a control share acquisition under Sections 60.801 through 60.816 of the OBCA or any applicable Takeover Statute or (b) a prohibited business combination under Section 60.835 of the OBCA or any applicable Takeover Statute. To the Knowledge of the Company, no other Takeover Statute applies or purports to apply to this Agreement, any of the Ancillary Agreements, the Merger or any of the transactions contemplated hereby or thereby. No provision of the Articles of Incorporation or the By- laws of the Company or similar governing instruments of any Company Subsidiary would, directly or indirectly, restrict or impair the ability of Parent to vote, or otherwise to exercise the rights of a shareholder with respect to, any shares of the Company and thereby have any Company Subsidiary that may be acquired or controlled by Parent. (c) This Agreement has been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly validly executed and delivered by such Parent Party the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), that this Agreement constitutes the valid and binding obligation of Parent and Acquiror, constitutes the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partythe Company, enforceable against such Parent Party the Company in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar laws affecting creditors' rights generally and by general principles of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.equity

Corporate Authorization. Each of the Parent Parties and Merger Co. has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional other Transaction Agreements to which it is a party, and solely with respect to Parent, subject to obtaining the Parent Stockholder Approval, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder ApprovalTransactions. The execution execution, delivery and delivery performance by each of the Parent Parties and Merger Co. of this Agreement and the Additional other Transaction Agreements to which it is a party and the consummation by each Parent and Merger Co. of the Transactions are within the corporate powers of Parent Parties of the transactions contemplated hereby and thereby Merger Co. and have been duly and validly authorized by all necessary corporate and stockholder action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 than obtaining the Parent Stockholder ApprovalApproval and by Parent as the sole stockholder of Merger Co., which shall be obtained prior to the Effective Time) or under the Additional Agreementscertificates of incorporation and bylaws of Parent and Merger Co. and applicable provisions of Delaware Law, other than the filing with the Secretary of State of the State of Delaware of the certificate of merger as required by Delaware Law. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly and validly executed and delivered by such each of Parent Party andand Merger Co. and the other Transaction Agreements shall have been duly and validly executed and delivered by Parent prior to the Effective Time. Assuming this Agreement constitutes and the other Transaction Agreements when executed and delivered prior to the Effective Time shall constitute legal, assuming the due authorization, execution valid and delivery by each binding agreements of the other parties hereto and thereto (other than a Parent Party)thereto, this Agreement and the Additional Agreements to which such Parent Party is a party constitute constitutes a legal, valid and binding obligation agreement of such Parent Partyand Merger Co., and each of the other Transaction Agreements when executed and delivered prior to the Effective Time shall constitute legal, valid and binding agreements of Parent, in each case, enforceable against such Parent Party or Merger Co., as applicable, in accordance with their respective terms, subject to except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the Enforceability Exceptions. The approval enforcement of the Merger creditors’ rights generally and this Agreement for limitations imposed by the affirmative vote general principles of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyequity.

Corporate Authorization. (a) Each of the Parent Parties and Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements all other agreements and documents contemplated hereby to which it is a partyparty and, subject to obtaining Parent Stockholder Approval and adoption of this Agreement by Parent, as the sole stockholder of Sub, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby hereby. The execution, delivery and therebyperformance by Parent and Sub of this Agreement, in and the case consummation by them of the Mergertransactions contemplated hereby, subject to receipt have been duly authorized and adopted by the Parent Board and the board of directors of Sub, respectively. Except for (i) obtaining the affirmative vote of the holders of a majority of Parent Ordinary Shares present and voting (whether in person or by proxy) in favor of (A) the approval of the issuance of Parent Ordinary Shares in connection with the Merger and (B) any other resolutions required by Law, Parent’s articles of association or the rules and regulations of the UKLA or other listing authority, including but not limited to the approval of the transactions contemplated by this Agreement, being a class 1 transaction for the purposes of the UK Listing Rules (the “Parent Stockholder Approval. The execution ”), (ii) obtaining the adoption of this Agreement by Parent as the sole stockholder of Sub and delivery by each (iii) filing the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action or proceeding on the part of Parent Parties or Sub is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreementshereby. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party and Sub and, assuming the due authorization, execution and delivery of this Agreement by each of the other parties hereto and thereto (other than a Parent Party)hereto, this Agreement and the Additional Agreements to which such Parent Party is a party constitute constitutes a legal, valid and binding obligation of such Parent Partyand Sub, enforceable against such Parent Party parties in accordance with their respective its terms, subject to except that such enforceability may be limited by the Enforceability Exceptions. The approval Bankruptcy and Equity Exception. (b) At a meeting duly called and held, the Parent Board, by resolutions of the directors present and voting at such meeting (which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn), has (i) determined that the terms of the Merger and this Agreement by the affirmative vote of holders of a majority of other transactions contemplated hereby are advisable, fair to and in the then outstanding shares best interests of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meetingits stockholders, assuming a quorum is present(ii) approved, is the only vote of the holders of any of Parent’s capital stock necessary to adopt adopted and declared advisable this Agreement and the transactions contemplated hereby, (iii) resolved, subject to Section 5.5(d) and Section 5.5(e), to recommend that the Parent Stockholders approve the Merger and issuance of Parent Ordinary Shares in connection with the Merger (the “Parent Stockholder ApprovalRecommendation”) and (iv) has directed that issuance of Parent Ordinary Shares in connection with the consummation Merger be submitted to the Parent Stockholders for approval. The board of directors of Sub has adopted resolutions (A) determining that the terms of the Merger and the other transactions contemplated hereby. The affirmative vote or written consent by this Agreement are advisable and in the best interests of Sub and Parent, as its sole stockholder, (B) approving this Agreement, the Merger and the other transactions contemplated by this Agreement and (C) recommending that Parent, as sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to , adopt this Agreement and approve the Merger and the consummation directing that this Agreement be submitted to Parent, as sole stockholder of the other transactions contemplated herebySub, for adoption.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement Agreement, the Support Agreements and the Additional Agreements to which it is a partySpin-Off Agreements, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement by Parent and Merger Sub, the performance of their obligations hereunder and under the Support Agreements and the Additional Spin-Off Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Partyand Merger Sub. No other corporate proceedings proceeding on the part of such Parent Party are or Merger Sub is necessary to authorize the execution and delivery of this Agreement or Agreement, the Additional Support Agreements to which it is a party or to consummate and the Spin-Off Agreements, the performance by Parent and Merger Sub of their obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement (other than, in the case of the Mergerhereby and thereby. This Agreement, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement Support Agreements and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andSpin-Off Agreements, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such each of Parent Partyand Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. (b) As of the date of this Agreement, each of the Parent Board and the board of directors of Merger Sub has approved and declared advisable this Agreement, the Support Agreements and the Spin-Off Agreements and the transactions contemplated hereby and thereby. Parent, as the sole shareholder of Merger Sub, has approved and adopted this Agreement, the Support Agreements and the Spin-Off Agreements and the transactions contemplated hereby and thereby. The approval Parent Board, at a meeting duly called and held (or by written consent), has duly and unanimously adopted resolutions that have not been rescinded, withdrawn, or amended that (i) determined that the terms of this Agreement, the Merger Support Agreements and this Agreement by the affirmative vote of holders of a majority of Spin-Off Agreements and the then outstanding shares transactions contemplated hereby and thereby, including the Merger, are fair to, and in the best interests of, Parent and its stockholders, (ii) determined that it is in the best interests of Parent Common Stock present in person or and its stockholders and declared it advisable for Parent to enter into this Agreement, the Support Agreements and the Spin-Off Agreements and perform its obligations hereunder and thereunder and (iii) approved the execution and delivery by proxy Parent of this Agreement, the Support Agreements and entitled to vote at the Spin-Off Agreements, the performance by Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement its covenants and approve the Merger (the “Parent Stockholder Approval”) agreements contained herein and therein and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of by this Agreement, the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger Support Agreements and the consummation of Spin-Off Agreements, including the other transactions contemplated herebyMerger, upon the terms and subject to the conditions contained herein and therein.

Corporate Authorization. Each of the Parent Parties and ▇▇▇▇▇▇ Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyTransactions, in the case of including the Merger, subject to receipt of the Parent Stockholder Approval. The execution execution, delivery and delivery by each of the Parent Parties performance of this Agreement by ▇▇▇▇▇▇ and the Additional Agreements to which it is a party Merger Sub and the consummation by each of the Parent Parties them of the transactions contemplated hereby and thereby Transactions, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No and Merger Sub, and, except for the approval and adoption of this Agreement by Parent, in its capacity as sole stockholder of Merger Sub, and as set forth in Section 4.4, no other corporate proceedings actions on the part of such Parent Party or Merger Sub are necessary to authorize the execution and delivery by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of this Agreement or and the Additional Agreements to which it is a party or to consummate consummation of the transactions contemplated by this Agreement (other thanTransactions, including the Merger, subject, in the case of the consummation of the Merger, to the receipt filing of the Certificate of Merger with the Delaware Secretary in accordance with the DGCL. The board of directors of Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), has unanimously approved this Agreement and the Additional Agreements Transactions, including the Merger, and the performance by it of its covenants and agreements contained herein. The board of directors of Merger Sub has unanimously (i) determined that the terms of the Transactions, including the Merger, are advisable, fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) determined that it is in the best interests of Merger Sub to which enter into, and approved, adopted and declared advisable, this Agreement, (iii) approved the execution and delivery, by ▇▇▇▇▇▇ Sub, of this Agreement (including the “agreement of merger,” as such Parent Party term is a party constitute a legalused in Section 251 of the DGCL), valid the performance by ▇▇▇▇▇▇ Sub of its covenants and binding obligation agreements contained herein and the consummation of such Parent Partythe Transactions, enforceable against such Parent Party in accordance with their respective termsincluding the Merger, upon the terms and subject to the Enforceability Exceptions. The approval conditions contained herein and (iv) resolved to recommend that Parent, as the sole stockholder of the Merger and this Agreement by the affirmative Sub, vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Transactions, including the Merger. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇ and Merger (Sub and, assuming this Agreement constitutes the “Parent Stockholder Approval”) legal, valid and the consummation binding agreement of the other transactions contemplated hereby. The affirmative vote or written consent Company, this Agreement constitutes the legal, valid and binding agreement of the sole stockholder of the Parent and Merger Sub and is enforceable against Parent and Merger Sub in accordance with its terms, subject to the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement Bankruptcy and approve the Merger and the consummation of the other transactions contemplated herebyEquity Exception.

Corporate Authorization. Each of the Parent Parties (a) The Company has all requisite necessary corporate power and authority to execute and deliver enter into this Agreement and and, assuming the Additional Agreements to which it is a partyMerger Transactions are consummated in accordance with Section 251(h) of the DGCL, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby Merger Transactions, and thereby, the Company has not opted out of Section 251(h) of the DGCL in the case certificate of incorporation of the Merger, subject Company or taken any other action to receipt preclude the use by the Company of Section 251(h) of the Parent Stockholder Approval. DGCL. (b) The execution Special Committee has been duly authorized and delivery by each constituted and, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Merger Transactions are fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger Transactions and declared it advisable for the Company to enter into this Agreement and consummate the Merger Transactions, and (iii) made the Special Committee Recommendation. (c) At a meeting duly called and held, the Company Board, based on the Special Committee Recommendation has: (i) determined that this Agreement and the Merger Transactions are fair to and in the best interests of the Parent Parties Company and its stockholders, (ii) approved this Agreement and the Merger Transactions and declared it advisable that the Company enter into this Agreement and consummate the Merger Transactions, (iii) approved the execution, delivery and performance by the Company of this Agreement and the Additional Agreements consummation of the Merger Transactions, (iv) resolved that this Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL, (v) made the Company Board Recommendation (it being understood that nothing in this clause (v) shall in any way limit the Company Board’s rights under Section 5.4) and (vi) to which it is a party the extent necessary, take all actions necessary to have the effect of causing the Merger, this Agreement, the Support Agreement, the Merger Transactions and the transactions contemplated by the Support Agreement not to be subject to any state Takeover Law or similar Law that might otherwise apply to the Merger or any of the other Merger Transactions, in each case, on the terms and subject to the conditions of this Agreement. As of the date of this Agreement, the foregoing determinations and recommendations have not been rescinded, modified or withdrawn in any way. (d) The execution, delivery and performance of this Agreement by the Company and the consummation by each the Company of the Parent Parties of the transactions contemplated hereby and thereby Merger Transactions have been duly and validly authorized by all necessary corporate action on the part of such the Company. The Company has made available to Parent Party. No other corporate proceedings on the part of such Parent Party 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 true and correct copy of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability ExceptionsCompany Organizational Documents. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present Company is not in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders material violation of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation provisions of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyits Company Organizational Documents.

Corporate Authorization. Each of the Parent Parties (a) Transatlantic has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder, and to consummate the transactions to which it is a party contemplated hereby subject to obtaining the Transatlantic Requisite Stockholder Vote. The execution, delivery and therebyperformance by Transatlantic of this Agreement and the consummation by Transatlantic of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Transatlantic Board. The Transatlantic Board has, by resolutions duly adopted, unanimously determined that this Agreement and the transactions contemplated hereby are in the best interests of Transatlantic and its stockholders, has approved and adopted this Agreement and the plan of merger herein providing for the Merger, upon the terms and subject to the conditions set forth herein, approved the execution, delivery and performance by Transatlantic of this Agreement and the consummation of the transactions to which it is a party contemplated hereby, upon the terms and subject to the conditions set forth herein and has resolved, subject to Section 5.5, to recommend approval of each of the matters constituting the Transatlantic Requisite Stockholder Vote by the stockholders of Transatlantic (such recommendation, the “Transatlantic Board Recommendation”) and that such matters and recommendation be submitted for consideration at a duly held meeting of the stockholders of Transatlantic for a vote for such purposes (the “Transatlantic Stockholders Meeting”). Except solely in the case of the Merger, subject to receipt of for the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties adoption of this Agreement and by the Additional Agreements to which it is a party and the consummation by each affirmative vote of the Parent Parties holders of a majority of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on shares of Transatlantic Common Stock (the part of such Parent Party. No “Transatlantic Requisite Stockholder Vote”), no other corporate proceedings on the part of such Parent Party Transatlantic or any other vote by the holders of any class or series of capital stock of Transatlantic are necessary to authorize approve or adopt this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement hereby (other than, in except for the case filing of the MergerCertificate of Merger and the Restated Articles, the receipt of the Parent Stockholder Approvalas required by applicable Law). (b) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party Transatlantic and, assuming the due authorizationpower and authority of, and due execution and delivery by each of by, the other parties hereto and thereto (other than hereto, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent PartyTransatlantic, enforceable against such Parent Party Transatlantic in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger Bankruptcy and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyEquity Exception.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute performance by ▇▇▇▇▇▇ and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Sub of this Agreement and the Additional Agreements to which it is a party consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions are within the corporate powers of Parent and Merger Sub and, except for the adoption of this Agreement by ▇▇▇▇▇▇ Sub’s sole stockholder approval in connection with the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby Merger, have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreementsactions. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes a valid and binding agreement of each of Parent and Merger Sub and is enforceable against each such Party in accordance with its terms, subject to Creditors’ Rights. (b) The Parent Board, on or prior to the other parties hereto and thereto (other than a Parent Party)date hereof, has approved this Agreement and the Additional Agreements Transactions (including the Merger) and declared it advisable for Parent to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt enter into this Agreement and approve approved the Merger (the “execution, delivery and performance by Parent Stockholder Approval”) of this Agreement and the consummation of the other transactions contemplated herebyTransactions, including the Merger, on the terms set out in this Agreement. The affirmative vote or written consent None of the foregoing resolutions of the Parent Board have been amended, rescinded or modified as of the date hereof. (c) The Board of Directors of Merger Sub has (i) determined that this Agreement and the Transactions (including the Merger) are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions (including the Merger), (iii) approved and declared advisable the execution, delivery and performance by Merger Sub of this Agreement and, subject to approval by Parent, the consummation of the Transactions (including the Merger), (iv) directed that this Agreement be submitted to Parent, as sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary , for adoption and (v) resolved to recommend that Parent adopt this the Agreement and approve the Merger and Transactions (including the consummation of Merger) on the other transactions contemplated herebyterms set out in this Agreement.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties and Merger Sub of this Agreement and the Additional Ancillary Agreements to which it such Person is a party party, and the consummation by Parent and Merger Sub of the Transactions, are within the corporate powers of each of Parent and Merger Sub and, except for the Parent Parties Stockholder Approval (as defined below) and the required approval and adoption of the transactions contemplated hereby and thereby Merger Agreement by Parent in its capacity as the sole stockholder of Merger Sub, have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability ExceptionsMerger Sub. The approval of the Merger and this Agreement by the affirmative vote of (i) the holders of a majority of the then issued and outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a duly called and held meeting of Parent’s stockholders at which a quorum is presentpresent (in person or represented by proxy) approving the issuance of shares of Parent Common Stock in connection with the Merger (the “Parent Share Issuance”) and (ii) the holders of (a) a majority of the issued and outstanding shares of Parent Common Stock that are entitled to vote, is (b) a majority of the issued and outstanding shares of Parent Class A Common Stock, voting as a separate class, and (c) a majority of the issued and outstanding shares of Parent Class B Common Stock, voting as a separate class, approving the Parent Charter Amendment are the only vote votes of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve in connection with the consummation of the Merger (collectively, the “Parent Stockholder Approval”). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and each of the Ancillary Agreements to which Parent or Merger Sub is a party has been (or will be) duly executed and delivered by such Person, and (assuming due authorization, execution and delivery by the other parties hereto and thereto) each constitutes (or will constitute) a valid and binding agreement of such Person enforceable against such Person in accordance with its terms (subject to the Bankruptcy and Equity Exceptions). (b) At a meeting duly called and held, the Board of Directors of Parent, acting upon the unanimous recommendation of the Parent Special Committee, unanimously adopted resolutions (i) determining that this Agreement and the consummation Transactions (including the Parent Share Issuance and the Parent Charter Amendment) are fair to and in the best interests of Parent’s stockholders; (ii) approving, adopting and declaring advisable this Agreement and the Transactions (including the Parent Share Issuance and the Parent Charter Amendment); (iii) directing that the Parent Share Issuance and the Parent Charter Amendment be submitted to a vote at a meeting of Parent’s stockholders; and (iv) recommending approval of the other transactions contemplated herebyParent Share Issuance and the Parent Charter Amendment by Parent’s stockholders (such recommendation, the “Parent Board Recommendation”). The affirmative vote or written consent Board of Directors of Merger Sub has unanimously adopted resolutions (i) determining that this Agreement and the Transactions (including the Merger) are fair to and in the best interests of the sole stockholder of Merger Sub; (ii) approving, adopting and declaring advisable this Agreement and the Merger Sub is Transactions (including the only vote of Merger); (iii) directing that this Agreement be submitted for approval and adoption by the holders of any sole stockholder of Merger Sub’s capital stock necessary to adopt ; and (iv) recommending approval and adoption of this Agreement and approve (including the Merger) by the sole stockholder of Merger and Sub. Except as permitted by Section 7.2, the consummation Board of Directors of neither Parent nor Merger Sub has subsequently rescinded, modified or withdrawn any of the other transactions contemplated herebyforegoing resolutions.

Corporate Authorization. Each of the Parent Parties Seller has all requisite necessary corporate power and authority to execute and deliver enter into this Agreement and each of the Additional Agreements to which it is a partySeller Ancillary Agreements, to perform carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution execution, delivery and delivery performance by each of the Parent Parties Seller of this Agreement and each of the Additional Agreements Seller Ancillary Agreements, the sale of the Purchased Assets to which it is a party Buyer under this Agreement and the consummation by each of the Parent Parties of all the transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein have been duly and validly authorized by Seller by all necessary corporate and stockholder actions and approvals of Seller's Board of Directors (which action and approvals have been obtained and carried out in compliance with applicable law, the rule and regulations of NASDAQ, Seller's certificate of incorporation and bylaws, each as amended to date, and all Contracts binding on Seller), subject only to the part approval of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or and the Additional Agreements to which it is a party or to consummate transactions contemplated hereby by the Seller's stockholders (the "SELLER STOCKHOLDER APPROVALS"). If the transactions contemplated by this Agreement (other than, in the case are deemed to constitute a sale of all or substantially all of the Mergerassets of Seller under applicable law, then the receipt affirmative vote of the Parent Stockholder Approval) or holders of a majority of the Additional Agreementsoutstanding shares of Seller's common stock is sufficient for Seller's stockholders to approve and adopt this Agreement and approve the transactions contemplated hereby, and no other approval of any holder of any securities of Seller is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the Additional Agreements to which such Parent Party is a party have each Seller Ancillary Agreement has been duly and validly executed and delivered by such Parent Party andSeller, and (assuming the due authorization, execution and delivery by Buyer) this Agreement and each of the other parties hereto and thereto (other than a Parent Party)Seller Ancillary Agreements constitutes, this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation obligations of such Parent Party, Seller enforceable against such Parent Party Seller in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of the Parent DSAC Parties has all requisite corporate or similar organizational power and authority to execute and deliver this Agreement and the Additional Agreements each Ancillary Agreement to which such DSAC Party is (or is specified to be) a party and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Agreement to which a DSAC Party is (or is specified to be) a party, to perform its obligations hereunder and thereunder, and to consummate the consummation of the transactions contemplated hereby and thereby, in have been duly and validly authorized and approved by the case board of directors of each DSAC Party, and no other corporate or similar organizational action on the Merger, subject part of any DSAC Party or any holders of any Equity Securities of any DSAC Party is necessary to receipt of authorize the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties such DSAC Party of this Agreement and or the Additional Ancillary Agreements to which it such DSAC Party is (or is specified to be) a party party, the performance by such DSAC Party of its obligations hereunder and thereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on thereby, other than (i) the part DSAC Shareholder Approval and (ii) the adoption of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or by DSAC in its capacity as the Additional Agreements to sole shareholder of Merger Sub, which it is a party or to consummate adoption will occur immediately following the transactions contemplated by execution of this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementsby Merger Sub. This Agreement has been duly and validly executed and delivered by each of the Additional Agreements DSAC Parties and, assuming this Agreement constitutes a legal, valid and binding obligation of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each of the DSAC Parties, enforceable against each of the DSAC Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which such Parent a DSAC Party is (or is specified to be) a party have been duly party, when executed and delivered by such Parent Party DSAC Party, will be duly and validly executed and delivered by such DSAC Party, and, assuming the due authorizationsuch Ancillary Agreement constitutes a legal, execution valid and delivery by each binding obligation of the other parties hereto and thereto (other than a Parent Party)thereto, this Agreement and the Additional Agreements to which such Parent Party is a party will constitute a legal, valid and binding obligation of such Parent DSAC Party, enforceable against such Parent DSAC Party in accordance with their respective its terms, subject to the Enforceability Exceptions. applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, DSAC Shareholder Approval is the only vote of the holders of any of ParentDSAC’s share capital stock necessary to adopt in connection with the entry into this Agreement and approve by the Merger (the “Parent Stockholder Approval”) DSAC Parties, and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent , including the Closing. (c) At a meeting duly called and held, the board of directors of each of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt DSAC Parties has unanimously: (i) approved this Agreement and approve the Merger transactions contemplated by this Agreement, (ii) determined that this Agreement and the consummation transactions contemplated hereby are advisable and in the best interests of their respective stockholders; (iii) determined that the fair market value of the other Company is equal to at least 80% of the Trust Account, as applicable; (iv) approved the transactions contemplated herebyby this Agreement as a Business Combination; and (v) resolved to recommend to the Pre-Closing DSAC Holders approval of the transactions contemplated by this Agreement (the “DSAC Board Recommendation”).

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the MergerMergers, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent PartyParent. No other corporate proceedings on the part of such Parent Party 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 MergerMergers, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party P▇▇▇▇▇ and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent PartyParent), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent PartyParent, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is presentpresent (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) Mergers and the consummation of the other transactions contemplated hereby, except that the approval of the New PubCo M&A requires the approval of a majority of the issued and outstanding shares of Parent Common Stock and approval of the members of the Board of Directors of Parent immediately after the Closing requires a plurality of the votes cast. The As of the Closing Date, the affirmative vote or written consent of the sole stockholder of the Merger Sub Parent is the only vote of the holders of any of Merger Sub’s share capital stock necessary to adopt this Agreement and approve the Merger Mergers and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the Parent Parties The Company has all requisite necessary corporate power and authority to execute and deliver enter into this Agreement and the Additional Agreements Bermuda Merger Agreement and, subject to which it is a partyapproval and adoption of this Agreement and the Bermuda Merger Agreement by the Requisite Company Vote, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby by this Agreement and the Bermuda Merger Agreement. The Company Board by resolution (i) determined that this Agreement and the Bermuda Merger Agreement and the transactions contemplated thereby, in the case of including the Merger, upon the terms and subject to receipt the conditions set forth therein, are in the best interests of the Parent Stockholder ApprovalCompany and the Company's shareholders and constitute fair value to the Company’s shareholders; (ii) approved and declared advisable this Agreement and the Bermuda Merger Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement and the Bermuda Merger Agreement, including the Merger, upon the terms and subject to the conditions set forth therein; (iii) directed that this Agreement and the Bermuda Merger Agreement be submitted to a vote of the Company's shareholders for adoption at the Company Shareholder Meeting; and (iv) resolved to recommend that Company shareholders vote in favor of adoption of this Agreement, the Bermuda Merger Agreement and the transactions contemplated hereby and thereby in accordance with the Companies Act and the TBOC (the “Recommendation”). The (a) execution and delivery and performance by each of the Parent Parties Company of this Agreement and the Additional Agreements to which it is a party Bermuda Merger Agreement and the (b) consummation by each of the Parent Parties Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No the Company and no other corporate proceedings action or corporate proceeding on the part of such Parent Party 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 Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of this Agreement, the other parties hereto and thereto (other than a Parent Party)Bermuda Merger Agreement, this Agreement and or the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, Merger subject to the Enforceability ExceptionsRequisite Company Vote. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, Requisite Company Vote is the only vote or consent of the holders of any class or series of Parent’s the Company's capital stock necessary to approve and adopt this Agreement and Agreement, the Bermuda Merger Agreement, approve the Merger (the “Parent Stockholder Approval”) Merger, and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve consummate the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power The execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a 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 Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party they are or will be parties and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby are within the corporate powers of the Parent Parties and have been duly authorized by all necessary corporate action on the part of such the Parent Party. No Parties, other corporate proceedings on the part of such Parent Party 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 than the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly and validly executed and delivered by such the Parent Party Parties and, assuming the due authorization, execution and delivery thereof by each of the other parties hereto hereto, constitutes, and thereto (other than upon the execution and delivery thereof, each Additional Agreement to which a Parent Party is party, will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute, a valid and legally binding agreement of the applicable Parent Party), this enforceable against it in accordance with its terms, except as may be limited by the Enforceability Exceptions. This Agreement and the Additional Agreements to which such a Parent Party is a or will be party constitute a legaland the transactions contemplated hereby and thereby have been duly approved by Parent, valid on behalf of itself and binding obligation in its capacity as the sole shareholder of such Merger Sub. Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject intends to the Enforceability Exceptions. The approval of the Merger and this Agreement by seek the affirmative vote of (i) holders of a majority of the then outstanding shares of Parent Common Stock, voting together as a single class, cast at the Parent Stockholder Meeting to approve the Transaction Proposal, the Equity Plan Proposal, the ESPP Proposal, the Bylaws Proposal and the Nasdaq Proposal, (ii) (A) holders of a majority of the outstanding shares of Parent Common Stock, voting together as a single class, and (B) holders of a majority of the outstanding Parent Class A Shares, voting as a separate series, to approve the A&R Charter Proposal, and (iii) holders of a plurality of the outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote cast at the Parent Stockholder MeetingMeeting to approve the Election of Directors Proposal, and such votes shall be sufficient to approve the Parent Proposals, in each case, assuming a quorum is presentpresent (the foregoing approvals of the holders of the Parent Common Stock, is the “Parent Stockholder Approval”), are the only vote votes of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of the Parent Parties has all requisite the corporate power and authority necessary to execute and deliver this Agreement and the Additional Agreements to which it is a party, and, subject to perform its obligations hereunder (i) the receipt of all authorizations, consents, waivers and thereunderapprovals described in Parent Disclosure Schedule 5.3 and Parent Disclosure Schedule 5.18, (ii) the approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock as required by the Parent Certificate of Incorporation, the Parent Bylaws and the DGCL, and (iii) the approval of the Merger by the affirmative vote of holders of a majority of the then outstanding shares of common stock of Merger Sub as required by Merger Sub’s articles of incorporation and bylaws and the MGCL, to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject thereby and to receipt of the Parent Stockholder Approvalotherwise perform its obligations hereunder under and thereunder. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party they are parties and the consummation by each of the Parent Parties Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of such Directors of each Parent Party. No Party and, except for the Parent Stockholder Approval, no other corporate proceedings on the part of such Parent Party or Merger Sub 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 Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have they are parties. This Agreement has been duly and validly executed and delivered by such each of the Parent Party Parties and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and by the Additional Agreements to which such Parent Party is a party constitute Company, constitutes a legal, valid and binding obligation of such the Parent PartyParties, enforceable against such the Parent Party Parties in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby. (b) By resolutions duly adopted by Parent’s Board of Directors (including any required committee or subgroup of such board), the Board of Directors of Parent has unanimously (i) approved the execution, delivery and performance by Parent 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 Parent 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 Parent and Parent’s stockholders; (iii) directed that the Parent Proposals be submitted to Parent’s stockholders for consideration at the Parent Stockholder Meeting, (iv) determined that the transactions contemplated hereby constitute a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation and (v) recommended to Parent’s stockholders to adopt and approve each of the Parent Proposals (“Parent Board Recommendation”). (c) By resolutions duly adopted by ▇▇▇▇▇▇ Sub’s Board of Directors (including any required committee or subgroup of such board), Merger Sub’s Board of Directors has, unanimously (i) approved the execution, delivery and performance by ▇▇▇▇▇▇ Sub 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) declared the advisability of the Merger, (iii) determined that the Merger is in the best interest of ▇▇▇▇▇▇ Sub, and (iv) recommended to Merger Sub’s sole stockholder to approve the Merger.

Corporate Authorization. (a) Each of the Parent Parties and each Merger Sub has all requisite corporate or limited liability company (as applicable) power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, 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 Parent Stockholder ApprovalTransactions. The execution execution, delivery and delivery performance by each of the Parent Parties and each Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No and each Merger Sub (subject, with respect to Merger Sub 1, only to approval by its sole stockholder, which will be effected by written consent immediately following the execution and delivery of this Agreement), and no other corporate or limited liability company (as applicable) proceedings on the part of such Parent Party and each Merger Sub are necessary to authorize the execution and delivery of this Agreement or the Additional Agreements to which it is a party or for each of Parent and each Merger Sub to consummate the transactions contemplated by this Agreement Transactions (other than, in with respect to the case Mergers, the filing of the Merger, the receipt Certificate of the Parent Stockholder Approval) or the Additional Agreements. This Agreement Merger and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming LLC Certificate of Merger with the Delaware Secretary of State). Assuming the due authorization, execution and delivery by each the Company of the other parties hereto and thereto (other than a Parent Party)this Agreement, this Agreement has been duly and validly executed and delivered by Parent and each Merger Sub and constitutes the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such each of Parent Partyand each Merger Sub, enforceable against such Parent Party each of them in accordance with their respective its terms, subject to the Enforceability Exceptions. . (b) The approval board of the directors, sole member or similar governing body of each of Parent and each Merger and Sub has duly adopted resolutions (i) determining that this Agreement by and the affirmative Transactions are advisable and in the best interests of Parent, each Merger Sub and their respective stockholders or other equityholders, as applicable, and (ii) adopting this Agreement and the Transactions. Parent, acting in its capacity as the sole stockholder of Merger Sub 1, will immediately after execution and delivery hereof approve and adopt this Agreement. (c) No vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person of, or by proxy and entitled to vote at the Parent Stockholder Meetingconsent by, assuming a quorum is present, is the only vote of the holders of any Equity Securities of Parent (other than, for the avoidance of doubt, the consent of Parent’s capital stock , as the sole holder of the Equity Securities of Merger Sub 1, to adopt the Agreement) is necessary to adopt authorize the execution, delivery and performance by Parent of this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote Transactions or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of otherwise required by Parent’s organizational documents, Applicable Law or any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyGovernmental Authority.

Corporate Authorization. Each (a) The execution, delivery and performance by each of Parent and the Parent Parties has all requisite corporate power and authority to execute and deliver Merger Subs of this Agreement and each of the Additional Agreements Transaction Documents to which it such Person is a 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 Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by Parent and the Merger Subs of the Transactions, are within the powers of each of Parent and the Merger Subs and, except for the required approval and adoption of this Agreement by Parent Parties in its capacity as the sole equityholder of the transactions contemplated hereby and thereby Merger Subs, have been duly 51 authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on and the part of such Parent Party 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 Parent Stockholder Approval) or the Additional AgreementsMerger Subs. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by each of Parent and the Merger Subs, and each of the Transaction Documents to which Parent or one of the Merger Subs is a party has been (or will be) duly executed and delivered by such Parent Party andPerson, and (assuming the due authorization, execution and delivery by each of the other parties hereto and thereto thereto) each constitutes (other than or will constitute) a valid and binding agreement of such Person enforceable against such Person in accordance with its terms (subject to the Bankruptcy and Equity Exceptions). (b) At a meeting duly called and held on or prior to the date hereof, the Parent Party), Board adopted resolutions (i) determining that this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation Transactions (including the issuance of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy connection with the Integrated Mergers and entitled the Integrated Mergers) are fair to vote at and in the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any best interests of Parent’s capital stock necessary to adopt stockholders; and (ii) approving, adopting and declaring advisable this Agreement and approve the Transactions (including the Integrated Mergers). (c) At a meeting duly called and held on or prior to the date hereof or by written consent in lieu of such meetings, the board of directors of Merger (the “Parent Stockholder Approval”) Sub I and the consummation managing member of Merger Sub II unanimously adopted resolutions (i) determining that this Agreement and the other transactions contemplated hereby. The affirmative vote or written consent Transactions (including the Integrated Mergers) are fair to and in the best interests of the sole stockholder equityholder of the Merger Sub is the only vote of the holders of any of such Merger Sub’s capital stock necessary to adopt ; (ii) approving, adopting and declaring advisable this Agreement and approve the Transactions (including the Integrated Mergers); (iii) directing that this Agreement be submitted for approval and adoption by the sole equityholder of such Merger Sub; and (iv) recommending approval and adoption of this Agreement (including the consummation Integrated Mergers) by the sole equityholder of such Merger Sub. (d) None of the other transactions contemplated herebyboard of directors of Parent or Merger Sub I or the managing member of Merger Sub II has subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. Each of (a) Signature and Merger Sub each have the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of Signature’s stockholders, as set forth in Section 3.2(b) hereof and the Additional Agreements to which it is a partyas contemplated by Section 5.3 hereof, 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 Parent Stockholder Approvalhereunder. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each performance of the Parent Parties of the transactions contemplated hereby and thereby its obligations hereunder have been duly and validly authorized by all necessary corporate action on the part Board of such Parent Party. No Directors of Signature and Merger Sub, and no other corporate proceedings on the part of such Parent Party Signature or Merger Sub, other than the approval of Signature’s stockholders, are necessary to authorize the execution, delivery and performance of 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 Parent Stockholder Approval) or the Additional AgreementsAgreement. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party andSignature and Merger Sub and constitutes, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is by Ensysce, a party constitute a legal, valid and binding obligation of such Parent PartySignature and Merger Sub, enforceable against such Parent Party Signature and Merger Sub in accordance with their respective its terms. (b) Under applicable law, subject to the Enforceability Exceptions. The approval and Merger Sub’s Certificate of the Merger and this Agreement by Incorporation, the affirmative vote of the holders of a majority of the then outstanding shares of Parent Common Stock present Stock, with such record date to be established by the Board of Directors of Merger Sub in person or by proxy accordance with the by-laws of Merger Sub, applicable law and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is presentthis Agreement, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary required to adopt this Agreement and approve the Merger and adopt this Agreement. Under applicable law, and Signature’s Certificate of Incorporation, no vote of shareholders of Signature is required to approve the consummation Merger and adopt this Agreement; although the affirmative vote of (i) the holders of a majority of the other transactions contemplated herebyshares of Common Stock and Preferred Stock outstanding on the record date (voting together as a single class, and on an as-converted basis) and (ii) the holders of a majority of the shares of Preferred Stock outstanding on the record date (voting together as a single class, and on an as-converted basis), with such record date to be established by the Board of Directors of Signature in accordance with the by-laws of Signature, applicable law and this Agreement, is required to approve the amendment and restatement of the Certificate of Incorporation of Signature as required by Section 5.3 of this Agreement.