Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party and the consummation by the Company of the transactions to which it is a party contemplated hereby and thereby are within the Company’s corporate powers and, except for the approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation Company. The affirmative vote of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation majority of the Company, enforceable against the outstanding shares of Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote Stock is the only vote of the holders of any class or series of the Company’s capital stock necessary in connection with the consummation of the Merger (the “Company necessary to approve Stockholder Approval”). Assuming the due authorization, execution and delivery hereof by the other parties hereto, this Agreement or approve and each of the transactions other Transaction Documents to which the Company is a party constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject, in the case of enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and to general principles of equity). (b) At a meeting duly called and held, a special committee (the “Special Committee”) of the Company’s Board of Directors (the “Board of Directors”) and the Board of Directors (acting on the recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated herebyhereby are fair to and in the best interests of the Company’s stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the other Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby and (iii) unanimously resolved, subject to Section 6.03, to recommend approval and adoption of this Agreement by its stockholders (such recommendation, the “Company Recommendation”).

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the Company’s corporate power and authority and have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to authorize adopt this Agreement or to and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Company. This Agreement has been duly and validly executed and delivered by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., 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 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). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions to which it is a party contemplated hereby, except that consummation of including the Merger is Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to approval of the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement by and the Requisite Company Stockholder Votetransactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the filing with, holders of Company Stock for their adoption and acceptance for record by, approval and recommend that the SDAT holders of the Articles of Merger Company Stock approve and adopt this Agreement and the effectiveness of transactions contemplated by this Agreement, including the Merger pursuant to the Articles of Merger and the MGCL. (b) Merger. The Company Board, at a meeting duly called and held and at which a quorum upon receipt and recommendation of directors was presentthe Company Special Committee, has unanimously (i) approved and declared it advisable and in the best interests of the Company to enter into determined that this Agreement and the transactions contemplated hereby, including the Merger, upon are fair to, and in the terms best interests of, the Company and subject to the conditions set forth hereinCompany Unaffiliated Stockholders, (ii) approved the execution, delivery and performance by the Company of declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms terms, and subject to the conditions set forth herein conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (iiiv) resolved, subject to Section 6.3the terms and conditions set forth in this Agreement, to recommend approval of this Agreement and make the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation . Each of the CompanySupport Agreements is in full force and effect and has not been rescinded, enforceable against the Company modified or withdrawn 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyway.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by Rhino and its Subsidiaries of the Company of this Agreement Transaction Agreements to which they are or will be party, and the consummation by the Company Rhino and its Subsidiaries of the transactions to which it is a party contemplated hereby thereby are within Rhino’s and its applicable Subsidiaries’ corporate or other powers and have been duly and validly authorized and approved by the Company Board, and no all necessary corporate or other corporate action on the part of the Company is necessary to authorize this Rhino and such Subsidiaries of Rhino. Each Transaction Agreement or to consummate the transactions to which it Rhino or any of its Subsidiaries is or will be a party constitutes, or will when executed constitute, a valid and binding agreement of Rhino and each such Subsidiary that is a party contemplated herebythereto, enforceable against Rhino and each such Subsidiary in accordance with its terms, except that consummation (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 Merger is subject to approval limitations imposed by general principles of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLequity. (b) The Company BoardAt meetings duly called and held, at each of Rhino’s and Rhino Parent Sub’s Boards of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Rhino’s stockholders, (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby and (iii) unanimously determined that if the Effective Time occurred on the date hereof, then the conditions set forth in Sections 13.01(j)(ii) and 13.01(j)(iii) would be satisfied. No vote of the holders of any outstanding capital stock of Rhino or Rhino Parent Sub is necessary in connection with the consummation of the transactions contemplated by the Transaction Agreements. (c) At a meeting duly called and held and at which a quorum held, RhinoRx’s Board of directors was present, Directors has unanimously (i) approved unanimously determined that this Agreement (including the RhinoRx Merger) and declared it the transactions contemplated hereby are advisable and fair to and in the best interests of the Company stockholder of RhinoRx, (ii) unanimously approved and adopted this Agreement (including the RhinoRx Merger) and the transactions contemplated hereby, (iii) unanimously resolved to enter into recommend approval and adoption of this Agreement (including the RhinoRx Merger) by the sole stockholder of RhinoRx and (iv) unanimously determined that if the Effective Time occurred on the date hereof, then the conditions set forth in Section 13.01(j)(i) would be satisfied. Rhino Parent Sub, as sole stockholder of RhinoRx as of the date hereof, has adopted this Agreement and the transactions contemplated hereby, including the RhinoRx Merger, upon the terms at a duly called stockholders meeting of RhinoRx (and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance not by the Company action by written consent in lieu of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meetinga meeting). (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby Transactions are within the Company’s corporate powers and have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate other than the transactions to which it is a party contemplated hereby, except that consummation Unaffiliated Tender Condition. No vote of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendationis required to approve and adopt this Agreement. Assuming due and valid execution by each other party hereto, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or similar Laws moratorium and other laws affecting the creditors’ rights of creditors generally and the availability general principles of equitable remedies equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (togethercollectively, the “Bankruptcy Enforceability Exceptions”)). (b) The Special Committee has unanimously (a) determined that this Agreement and Equity Exceptionthe Transactions, including the Offer and the Merger, are fair to, and in the best interests of, the Company and the Unaffiliated Stockholders, (b) determined that this Agreement is advisable and in the best interests of the Company and the Unaffiliated Stockholders and (c) recommended that the Board of Directors approve and authorize this Agreement and the Transactions, including the Offer and the Merger in accordance with Delaware Law (such resolutions, the “Special Committee Recommendation”). The approval As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way. (c) At a meeting duly called and held, the Board of Directors (acting on the recommendation of the Special Committee) has (i) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interests of, the Company and the Unaffiliated Stockholders, (ii) approved this Agreement and the execution, delivery and performance thereof by the Requisite Company Stockholder Vote is Company, declared the only vote Agreement advisable and approved the Transactions, including the Offer and the Merger, in accordance with Delaware Law, (iii) recommended acceptance of the holders of any class or series of capital stock Offer by the stockholders of the Company necessary to approve and (iv) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and that the Merger shall be consummated as soon as practicable following the Acceptance Date (such recommendation, the “Company Board Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or approve withdrawn in any way. The Company has obtained all necessary consents to include the transactions fairness opinion of Qatalyst Partners LP in its entirety and the fairness opinion of Citigroup Global Markets Inc. in its entirety in the Schedule 14D-9 and Company Schedule 13E-3, and the Schedule 14D-9 and Company Schedule 13E-3 shall include each such fairness opinion and a description of each such fairness opinion and the financial analyses relating to which the applicable fairness opinion that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (d) The Company is a party contemplated herebyhas been advised that all of its directors and executive officers who own Shares intend to tender their Shares pursuant to the Offer.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the Voting Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby and thereby are within the Company’s corporate powers and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Stock (the “Company Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary to authorize this Agreement or to consummate in connection with the transactions to which it is a party contemplated hereby, except that consummation of the Merger. This Agreement, assuming due authorization, execution and delivery by Parent and Merger is Subsidiary, and the Voting Agreement, assuming due authorization, execution and delivery by the stockholders party thereto, constitute a valid and binding agreement of the Company enforceable against the Company in accordance with their terms (subject to approval applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLequity). (b) The Company Board, at At a meeting duly called and held and at which a quorum held, as of directors was presentthe date of this Agreement, the Company’s Board of Directors has unanimously (i) approved unanimously determined that this Agreement and declared it advisable the Voting Agreement and the transactions contemplated hereby and thereby are fair to and in the best interests of the Company to enter into Company’s stockholders, (ii) unanimously approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein hereby and (iii) unanimously resolved, subject to Section 6.36.03(b), to recommend approval adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares its stockholders (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting). (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate power execution, delivery and authority to execute performance by Purchaser of this Agreement and deliver this Agreement, to perform its obligations hereunder and to consummate the consummation by Purchaser of the transactions to which it is a party contemplated hereby subject, in have been duly and validly authorized by the case Board of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)Directors of Purchaser. The execution, delivery and performance by the Company Parent of this Agreement and the consummation by the Company Parent of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no Board of Directors of Parent. No corporate proceedings other corporate action than those previously taken or conducted on the part of the Company is Purchaser and Parent are necessary to authorize approve this Agreement or to consummate the transactions to which it is a party contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and Parent and, except that consummation of assuming the Merger is subject to approval due and valid execution and delivery of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other partiesCompany, constitutes a legal, valid and binding obligation agreement of the Company, Purchaser and Parent enforceable against the Company Purchaser and Parent 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 except as such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”). The approval of this Agreement may be limited by the Requisite Company Stockholder Vote is Enforceability Exceptions and will not (a) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the only vote conduct of their business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the holders properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; or (b) conflict with or result in any violation of any class or series of capital stock provision of the Company necessary to approve this Agreement certificate of incorporation or approve the transactions to which the Company is a party contemplated herebybylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement the Transaction Agreements and the Warrants and the consummation by the Company of the transactions contemplated thereby are within the Company's corporate powers and, except for corporate authorizations and actions contemplated by this Agreement to which it is a party contemplated hereby occur subsequent to the date hereof and prior to Closing, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Company. This Agreement or to consummate constitutes, and, when executed by the transactions to which it is parties thereto, the Investor Rights Agreement will constitute, a party contemplated herebyvalid and binding agreement of the Company, enforceable in accordance with their respective terms, except that consummation as the indemnification obligation of the Merger is subject to approval of this Company under the Investor Rights Agreement may be limited by applicable law and except for the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLEnforceability Exceptions. (b) The Company BoardWarrants, at a meeting duly called when executed and held delivered in accordance with the terms of this Agreement, will constitute valid and at which a quorum of directors was present, has unanimously (i) approved and declared it advisable and in the best interests binding obligations of the Company to enter into this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders MeetingCompany. (c) This Agreement has been duly executed The Shares, when issued and delivered to and paid for by each Investor pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and such Shares are free of preemptive or similar rights except as set forth in this Agreement. The Common Shares to be reserved for issuance upon exercise of the Warrants or conversion of the Shares, as the case may be, have been, or prior to the Closing will be, duly authorized by the Company and reserved for issuance upon such exercise or conversion and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company when issued upon such exercise or conversion in accordance with its termsthe terms of the Warrants or the Shares, subject to bankruptcyas the case may be, insolvencywill have been validly issued, fraudulent transferfully paid and non-assessable, moratorium, reorganization and such Common Shares will be free of preemptive or similar Laws affecting rights except as set forth in 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyInvestor Rights Agreement.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the Company's corporate powers and, except for the required approval of the Company's stockholders in connection with the consummation of the Merger, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company Company. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock is the only vote of the holders of any of the Company's capital stock necessary to authorize this Agreement or to consummate approve the transactions to which it is a party contemplated herebyMerger, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) . This Agreement has been duly executed and delivered by the Company and, assuming due power and authority ofvalid authorization, and due execution and delivery by, the other partiesof this Agreement by Parent and Merger Subsidiary, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization moratorium or other similar Laws laws affecting or relating to the enforcement of creditors' rights of creditors generally and (ii) is subject to general principles of equity. (b) Prior to the availability execution and delivery of equitable remedies (regardless of whether such enforceability is considered in this Agreement, at a proceeding in equity or at law) (togethermeeting duly called and held, the “Bankruptcy special committee of independent directors of the Board of Directors of the Company (the "SPECIAL COMMITTEE") has (i) unanimously approved and Equity Exception”). The adopted the Merger and this Agreement and the transactions contemplated hereby and (ii) unanimously resolved to recommend that the full Board of Directors of the Company approve and adopt the Merger and this Agreement and the transactions contemplated hereby and recommend approval and adoption of the Merger and this Agreement and the transactions contemplated hereby by the Company's stockholders. (c) Prior to the execution and delivery of this Agreement, at a meeting duly called and held, the Company's Board of Directors has (i) approved and adopted the Merger and this Agreement and the transactions contemplated hereby, (ii) resolved to recommend approval and adoption of the Merger and this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve Company's stockholders and (iii) directed that this Agreement or approve be submitted to the transactions to which the Company is a party contemplated herebyCompany's stockholders for their approval.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and and, assuming the accuracy of the representation in the last sentence of Section 5.08(a), performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the Company’s corporate powers and, assuming the accuracy of the representation in the last sentence of Section 5.08(a) and except for the receipt of the Company Shareholder Approval, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. Assuming the accuracy of the representation in the last sentence of Section 5.08(a), the Company Shareholder Approval is the only vote of the holders of any Company Securities necessary to approve and adopt this Agreement and to consummate the Merger. Assuming the accuracy of the representation in the last sentence of Section 5.08(a), no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of other than the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, Shareholder Approval and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles MIBCA. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub and assuming the MGCLaccuracy of the representation in the last sentence of Section 5.08(a), this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies in any Legal Action (collectively, the “Enforceability Exceptions”)). (b) The Company Board, at a meeting duly called and held and at which a quorum of directors was present, Special Committee has unanimously (iA) approved and declared it advisable and in the best interests of the Company to enter into determined that this Agreement and the transactions contemplated hereby, including the Merger, upon are advisable, fair to, and in the terms best interests of, the Unaffiliated Shareholders, and subject to (B) recommended that the conditions set forth herein, Board of Directors (iii) approved the execution, delivery and performance by the Company of determine that this Agreement and the transactions contemplated hereby, including the Merger, upon are fair to, and in the terms and subject to best interests of, the conditions set forth herein and Unaffiliated Shareholders, (iiiii) resolved, subject to Section 6.3, to recommend approval of declare this Agreement and the transactions contemplated hereby, including the Merger, advisable, (iii) authorize and approve this Agreement, the execution and delivery by the holders Company of Company Common Shares (such recommendationthis Agreement, the “performance by the Company of the covenants and agreements contained herein and the consummation of the Merger and the other transactions contemplated hereby upon the terms and subject to the conditions contained herein and (iv) recommend that the Company’s shareholders vote to approve and adopt this Agreement in accordance with the MIBCA. (c) At a meeting duly called and held, the Board Recommendation”of Directors (acting in accordance with the unanimous recommendation of the Special Committee) and has unanimously duly adopted resolutions (i) determining that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at are fair to, and in the Company Stockholders Meeting. best interests of, the Unaffiliated Shareholders, (cii) This declaring this Agreement has been duly executed and delivered the transactions contemplated hereby, including the Merger, advisable, (iii) authorizing and approving this Agreement, the execution and delivery by the Company andof this Agreement, assuming due power the performance by the Company of the covenants and authority ofagreements contained herein and the consummation of the Merger and the other transactions contemplated hereby upon the terms and subject to the conditions contained herein, (iv) directing that this Agreement be submitted to the Company’s shareholders for approval, and due execution notice and delivery bya copy of this Agreement shall be given to all shareholders of record whether or not entitled to vote, the other parties, constitutes a valid and binding obligation of (v) recommending that the Company, enforceable against the Company ’s shareholders vote to approve and adopt this Agreement 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 MIBCA (regardless of whether such enforceability is considered in a proceeding in equity or at law) (togetherrecommendation, the “Bankruptcy and Equity ExceptionCompany Recommendation”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote , which resolutions have not been rescinded, modified or withdrawn as of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebydate hereof.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party Transactions contemplated hereby are within the Company’s corporate powers and, except for any required approval of the Company’s shareholders in connection with the consummation of the Merger, have been duly and validly authorized and approved by the Company Board, and no other all requisite corporate action on the part of the Company Company. The separate affirmative vote of the holders of a majority of the outstanding Shares (if required by Michigan Law) is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that only vote of the holders of any of the Shares required in connection with the consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board RecommendationStockholder Approval”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) ). This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, except that such enforcement is subject to (i) applicable bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other similar Laws, reorganization now or similar Laws hereafter in effect, affecting the enforcement of creditors’ rights of creditors and remedies generally and (ii) the availability effect of general equitable remedies principles and the discretion of the court before which any proceeding therefor may be brought. (regardless of whether such enforceability is considered in b) At a proceeding in equity or at law) (togethermeeting duly called and held, the “Bankruptcy Board of Directors has (i) determined that this Agreement, and Equity Exception”the terms of the Offer, the Merger and the Transactions are fair to and in the best interests of the Company and its shareholders, (ii) approved and adopted this Agreement and the Transactions contemplated hereby, including the Offer and the Merger, and (subject to 6.04(d). The ) declared this Agreement advisable, in accordance with the requirements of Michigan Law, (iii) resolved (subject to Section 6.04(d)) to recommend acceptance of the Offer and, if necessary, adoption and approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock shareholders of the Company necessary (clauses (i), (ii) and (iii), collectively, the “Company Board Recommendation”), (iv) authorized and approved the Top-Up Option and the issuance of the Top-Up Shares thereunder subject to approve 1.04(b), (v) rendered the limitations on business combinations contained in Section 780 of the MBCA inapplicable to the Offer, this Agreement or approve and the transactions to which Transactions contemplated hereby and thereby, and (vi) elected that the Company is a party Offer, the Merger, this Agreement and the Transactions contemplated hereby, to the extent of the Board of Directors’ power and authority and to the extent permitted by Law, not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to the Offer, the Merger, this Agreement, or the Transactions contemplated hereby and thereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by are within the Company’s corporate powers and, except for obtaining the Company BoardStockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no other corporate action not previously taken on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby. The affirmative vote of the holders of a majority of the outstanding Company Common Shares to vote at the Company Stockholders Meeting on the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock required by Applicable Law or under the organizational documents of the Company or any of its Subsidiaries necessary to consummate the transactions to which it is contemplated hereby (including the Merger). The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a party contemplated hereby, except that consummation valid and binding agreement of the Merger is subject Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Applicable Laws of general applicability relating to approval or affecting creditors’ rights, or by principles governing the availability of this Agreement by the Requisite Company Stockholder Voteequitable remedies, and to the filing with, and acceptance for record bywhether at law or in equity (collectively, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL“Enforceability Exceptions”)). (b) The Company Board, at At a meeting duly called and held and at which a quorum held, the Board of directors was present, Directors has unanimously (i) approved determined that this Agreement and declared it advisable the transactions contemplated hereby are fair to and in the best interests of the Company and the Company’s stockholders, and declared it advisable to enter into this Agreement and consummate the transactions contemplated hereby, including the Merger, hereby upon the terms and subject to the conditions set forth herein, (ii) approved the executionexecution and delivery of this Agreement by the Company, delivery and the performance by the Company of this Agreement its covenants and other obligations hereunder, and the consummation of the transactions contemplated hereby, including the Merger, hereby upon the terms and subject to the conditions set forth herein and herein, (iii) resolved, subject to Section 6.3, resolved to recommend approval that the Company’s stockholders adopt this Agreement in accordance with the DGCL and (iv) directed that the adoption of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration by the holders of Company Common Shares Company’s stockholders at a meeting thereof (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting). (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and the receipt of the Stockholder Approvals (as defined below), to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)hereby. The execution, execution and delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby by this Agreement have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement (other than the obtaining of the Stockholder Approvals). The affirmative vote of (i) the holders of a majority of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, voting together as a single class (it being understood that each holder of Series B Preferred Stock or Series C Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock into which it such shares of Series B Preferred Stock or Series C Preferred Stock held by such holder are convertible as of the record date for such vote, pursuant to the terms of the Series B Certificate of Designation and the Series C Certificate of Designation, respectively) (the “Company Stockholder Approval”) and (ii) the holders of a majority of the outstanding shares of Company Common Stock not beneficially owned by Elevation or any of its “12b-2 Affiliates” (as such term is a party contemplated herebydefined in the Company Charter) (the “Non-Elevation Stockholder Approval,” and together with the Company Stockholder Approval, except that the “Stockholder Approvals”) are the only votes of the holders of any of the Company’s capital stock necessary, pursuant to the terms of Applicable Law, the Company Charter, the Series B Certificate of Designation, the Series C Certificate of Designation or otherwise, in connection with the consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) . This Agreement has been duly executed and delivered by the Company and, assuming the due power and authority ofauthorization, and due execution and delivery by, by each of the other partiesparties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. (b) At a meeting duly called and held, the Company Board, by resolutions duly adopted at such meeting (which resolutions have not as of the date hereof been subsequently rescinded, modified or withdrawn in any substantive way) has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the holders of the Company Common Stock, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, (iii) unanimously resolved, subject to bankruptcySection 6.03(b), insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally to recommend approval 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 adoption of this Agreement by its stockholders (such recommendation, the Requisite “Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of Board Recommendation”), (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement) and (v) taken all action necessary to approve exempt the Merger, this Agreement or approve and the Voting Agreement and the transactions to which the Company is a party contemplated herebythereby from Section 203 of Delaware Law.

Corporate Authorization. (a) The Company EVI has all necessary the requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to the EVI Stockholder Approval, to consummate the EVI Merger and the other transactions contemplated hereby and to perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)hereunder. The execution, delivery and performance by the Company EVI of this Agreement Agreement, and the consummation by the Company EVI of the EVI Merger and the other transactions to which it is a party contemplated hereby hereby, have been duly and validly authorized and approved by the Company BoardEVI Board and, and except for obtaining the EVI Stockholder Approval, no other corporate action proceedings on the part of the Company is EVI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to which it is perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by EVI and, assuming this Agreement constitutes the legal, valid and binding agreement of MTI, the Parent, Merger Sub E, and Merger Sub M constitutes a party contemplated herebylegal, valid and binding agreement of EVI, enforceable against EVI in accordance with its terms, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing withextent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and acceptance for record bysimilar Laws, the SDAT now or hereafter in effect, affecting creditors’ rights generally and by general principles of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLequity. (b) The Company Board, EVI Board (at a meeting or meetings duly called and held and held, at which a quorum all directors of directors was present, EVI were present or participated and voted or by written consent) has unanimously adopted resolutions (i) approved declaring that this Agreement, the EVI Merger, and declared it the other transactions contemplated hereby are advisable and in the best interests of the Company to enter into this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth hereinEVI’s stockholders, (ii) approved approving and declaring advisable this Agreement, the executionEVI Merger and the other transactions contemplated by this Agreement, delivery and performance by (iii) declaring that the Company EVI Merger Consideration to be paid to EVI’s stockholders is fair to such stockholders, (iv) resolving to recommend adoption of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders stockholders of Company Common Shares EVI (such recommendation, the “Company EVI Board Recommendation”) and (v) directing that approval the adoption of this Agreement Agreement, the EVI Merger and the other transactions contemplated hereby, including the Merger, hereby be submitted for consideration to a vote of EVI’s stockholders at the Company Stockholders EVI Stockholder Meeting. (c) This Agreement has been duly executed and delivered by the Company , and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation as of the Company, enforceable against the Company 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”). The approval date of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of Agreement, such resolutions have not been subsequently rescinded, modified or withdrawn in any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyway.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is or will be party and the consummation by the Company of the transactions to which it is a party contemplated hereby and thereby are within the corporate powers of the Company, and have been duly and validly authorized and approved by all necessary corporate action, except with respect to the Company Board, and no other corporate action on the part approval of the Company Stockholders that is necessary to authorize this being obtained immediately following the execution hereof. This Agreement or to consummate the transactions and each Transaction Document to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, is or will be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, party constitutes or will constitute a valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization moratorium and other similar laws of general applicability relating to or similar Laws affecting the rights of creditors generally creditors’ rights, and the availability of to general equitable remedies principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”). . (b) The approval Company’s Board of Directors, at a meeting duly called and held or by unanimous written consent, and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement by Agreement, the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions Transaction Documents to which the Company is a or will be party and the transactions contemplated herebyhereby and thereby (including the Merger) are fair to and in the best interests of the Company Stockholders, (ii) approved and adopted this Agreement, the Transaction Documents to which the Company is or will be party and the transactions contemplated hereby and thereby (including the Merger) and declared this Agreement advisable and (iii) recommended that the Company Stockholders vote in favor of the adoption of this Agreement and the Transaction Documents to which the Company is or will be party and in favor of all other actions necessary to consummate the transactions contemplated hereby and thereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the affirmative vote of the stockholders of the Company representing a majority of the votes eligible to be cast by such holders approving the Merger and adopting this Agreement at a stockholders meeting duly called and held for such purpose (the “Requisite Company Stockholder Vote as contemplated by Section 6.2(aVote”). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company BoardBoard of Directors of the Company, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles Certificate of Merger and with the MGCLSecretary of State of the State of Delaware. (b) The Company BoardBoard of Directors of the Company, at a meeting duly called and held and at which a quorum of directors was present, has by resolutions duly adopted unanimously (i) approved determined that this Agreement and declared it advisable the Merger are fair to and in the best interests of the Company and its stockholders and declared the Merger to enter into be advisable, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including plan of merger herein providing for the Merger, upon the terms and subject to the conditions set forth herein, (iiiii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions to which it is a party contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iiiiv) resolved, subject to Section 6.3, to recommend approval of this Agreement and each of the transactions contemplated hereby, including matters constituting the Merger, Requisite Stockholder Vote by the holders stockholders of the Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement such matters and the transactions contemplated hereby, including the Merger, recommendation be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve adopt this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby Transactions are within the Company’s corporate power and authority and, except (if required by applicable Law) for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding Shares (the “Company Stockholder Approval”), if required by applicable Law, is the only vote of the holders of any of the Company’s capital stock necessary to authorize this Agreement or to consummate in connection with the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) Transactions. This Agreement has been duly executed and delivered by the Company andAgreement, assuming due power and authority ofauthorization, and due execution and delivery by, the other partiesby Parent and Merger Sub, constitutes a valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or any other similar Laws Law affecting the creditors’ rights of creditors generally and the availability by general principles of equitable remedies equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw). (b) At a meeting duly called and held the Company Board, has by the unanimous vote of all directors of the Company: (togetheri) determined that this Agreement and the Transactions are fair to, advisable and in the best interests of the Company’s stockholders; (ii) approved and adopted this Agreement and approved the Transactions in accordance with the requirements of the DGCL; (iii) declared the advisability of this Agreement; (iv) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Merger Sub pursuant to the Offer and, to the extent required to consummate the Merger, approve and adopt this Agreement (the unanimous recommendation of the Company Board that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer and approve this Agreement being referred to as the “Company Board Recommendation”); (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any “fair price,” “moratorium,” “control share acquisition,” “interested stockholder,” “business combination” or similar restriction set forth in any state takeover Law or other Law (each, an “Anti-Takeover Law”) that might otherwise apply to the Stockholder Agreements, the “Bankruptcy Offer, the Merger or any of the other Transactions; and Equity Exception”). The (vi) directed that the approval of this Agreement by be submitted to the Requisite Company Stockholder Vote is the only vote stockholders of the holders of any class or series of capital stock Company, as promptly as practicable after the Acceptance Time, if required to consummate the Merger under the DGCL. As of the Company necessary to approve date of this Agreement Agreement, none of the actions described in the immediately preceding sentence has been amended, rescinded or approve the transactions to which the Company is a party contemplated herebymodified in any respect.

Corporate Authorization. (a) The Assuming the accuracy of Section 5.11(c), the Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the receipt of the Required Company Stockholder Approval, to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, Transactions; (ii) approved the execution, delivery and performance by the Company of this Agreement have been duly and validly authorized by all necessary corporate action on the transactions contemplated herebypart of the Company Board, including subject to the receipt of the Required Company Stockholder Approval, and no other corporate proceedings on the part of the Company or any other stockholder (or other equityholder) vote (other than the Required Company Stockholder Approval) is necessary to authorize the execution and delivery of this Agreement or for the Company to consummate the Transactions (other than, with respect to the Merger, upon the terms filing of the Certificate of Merger and subject other recordings and filings required by the DGCL with the Delaware Secretary of State) pursuant to the conditions set forth herein Company’s Governing Documents, the DGCL and the rules and regulations of NYSE (as applicable); and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due power and authority ofauthorization, and due execution and delivery by, the other partiesby ▇▇▇▇▇▇ and Merger Sub of this Agreement, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that, in the case of subclause (iii), (x) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization moratorium and similar Laws, now or similar Laws hereafter in effect, affecting the creditors’ rights of creditors and remedies generally and (y) the availability remedies of specific performance and injunctive and other forms of equitable remedies relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (regardless of whether such enforceability is considered in a proceeding in equity or at law) (togethercollectively, the “Bankruptcy and Equity ExceptionEnforceability Exceptions”). The approval . (b) On or prior to the date of this Agreement, (i) the Company Special Committee has received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc. (the “Special Committee Financial Advisor”), its written opinion (or an oral opinion to be confirmed in writing), to the effect that, as of the date of such opinion and, subject to the limitations, qualifications and assumptions set forth therein, that the Merger Consideration to be received by the Disinterested Stockholders is fair, from a financial point of view, to such holders and has (A) unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair, advisable and in the best interests of the Company and the Disinterested Stockholders and (B) recommended that the Company Board adopt resolutions approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger, and (ii) the Company Board (acting on the unanimous recommendation of the Company Special Committee) has, at a meeting duly called and held in which all directors of the Company Board were present, determined that this Agreement and the Merger are fair to, advisable and in the best interests of the Company and the holders of Company Common Stock, and has duly adopted resolutions by a unanimous vote of directors present (A) determining that this Agreement and the Merger are fair to, advisable and in the best interests of the Company and the Company’s stockholders, (B) approving this Agreement and the Merger, (C) directing that the adoption of this Agreement by the Requisite Company Stockholder Vote is the only be submitted to a vote at a meeting of the holders of any class or series of capital stock stockholders of the Company necessary and (D) subject to approve Section 6.02, recommending that the stockholders of the Company vote in favor of adoption of this Agreement in accordance with the DGCL (such recommendation, the “Company Board Recommendation”). (c) Assuming the accuracy of Section 5.11(c), the Company Board or approve Company Special Committee, as applicable, have taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar applicable “anti‑takeover” Law will not be applicable to the Merger, this Agreement, the Voting Agreement or the transactions contemplated hereby or thereby. No other state takeover statute or similar statute or regulation applies to which or purports to apply to the Merger or the other Transactions. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti‑takeover statute or regulation or any anti‑takeover provision in the Governing Documents of the Company is a party contemplated herebyis, or at the Effective Time will be, applicable to the shares of the Company Common Stock, the Merger or the other Transactions.

Corporate Authorization. (a) The Each of the Company and the Operating Company has all necessary requisite corporate power and authority to execute (i) enter into and deliver this Agreement, (ii) subject to the Stockholder Approval, to consummate the Mergers and the other transactions contemplated by this Agreement and (iii) perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)hereunder. The execution, delivery and performance by each of the Company and the Operating Company of this Agreement and the consummation by the Company and the Operating Company of the Mergers and the other transactions to which it is a party contemplated hereby by this Agreement, except for obtaining the Stockholder Approval, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate and the transactions to which it is a party contemplated herebyOperating Agreement. Assuming the due authorization, except that consummation of the Merger is subject to approval execution and delivery of this Agreement by the Requisite Company Stockholder VoteP▇▇▇▇▇, Acquirer, Merger Sub and to the filing withMerger Sub II, this Agreement constitutes a valid and acceptance for record by, the SDAT binding agreement of the Articles of Merger Company and the effectiveness of Operating Company enforceable against the Merger pursuant to the Articles of Merger Company and the MGCLOperating Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity (the “Enforceability Exceptions”). (b) The Company Board, at At a meeting duly called and held held, prior to the execution of this Agreement, the Special Committee unanimously adopted resolutions (A) determining that this Agreement, the Merger and at which a quorum of directors was presentthe other transactions contemplated by this Agreement are advisable, has unanimously (i) approved and declared it advisable fair to and in the best interests of the Company and the Company’s stockholders, (B) recommending that the Company Board determine that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and the Company’s stockholders and adopt and approve this Agreement, the Merger and the other transactions contemplated by this Agreement, and (C) recommending that, subject to approval by the Company Board, the Company Board submit this Agreement to the Company’s stockholders entitled to vote thereon for adoption thereby and resolve to recommend that such stockholders adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger. Thereafter, the Company Board, upon the unanimous recommendation of the Special Committee, unanimously adopted resolutions (i) determining that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) adopting and approving this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) directing that this Agreement be submitted to the Company’s stockholders entitled to vote thereon for adoption thereby and resolving to recommend that such stockholders adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger (the “Company Recommendation”). (c) Enfusion US 1, Inc., in its capacity as the managing member of the Operating Company, has (i) determined that it is in the best interests of the Operating Company and its members, declared it advisable to enter into this Agreement and providing for the transactions contemplated hereby, including LLC Merger in accordance with the Merger, DLLCA upon the terms and subject to the conditions set forth herein, ; and (ii) approved the execution, execution and delivery and performance by the Company of this Agreement by the Operating Company and the transactions contemplated hereby, including consummation of the Merger, LLC Merger upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meetingherein. (cd) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation The only vote or action of holders of capital stock of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company Company, necessary to approve adopt this Agreement or approve are the transactions to which adoption of this Agreement by the holders of a majority of the voting power of the outstanding shares of capital stock of the Company is entitled to vote thereon, voting as a party contemplated herebysingle class (such vote, the “Stockholder Approval”).

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement the Transaction Agreements, the Initial Notes, the Convertible Notes and the Warrants and the consummation by the Company of the transactions contemplated thereby are within the Company's corporate powers and, except for corporate authorizations and actions contemplated by this Agreement to which it is a party contemplated hereby occur subsequent to the date hereof and prior to the Convertible Closing, including the required approval of the Company's shareholders in connection with issuance of the Convertible Notes, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation Company. The affirmative vote of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, a majority of the “Company Board Recommendation”) total votes cast on the proposal to issue the Convertible Notes and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation issuance of the CompanyWarrants to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, enforceable against the Company in accordance with its termsperson or by proxy, 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of the Company's capital stock necessary in connection with the transactions contemplated hereby. Each of the Transaction Agreements constitutes a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except as the indemnification obligation of the Company necessary to approve under the Amended and Restated Investor Rights Agreement may be limited by applicable law and except for the Enforceability Exceptions. (b) At a meeting duly called and held, the Company's Board of Directors has (i) determined that this Agreement or approve and the transactions contemplated hereby are fair to which and in the best interests of the Company's stockholders, (ii) approved this Agreement and the transactions contemplated hereby, (iii) resolved to recommend approval and adoption of the issuance of the Convertible Notes by its shareholders and (iv) resolved to reduce the conversion price of the Series A Preferred Shares from $12.00 to $6.00 effective upon issuance of the Initial Notes; in each case, with no director casting a vote against any of the foregoing. (c) The Initial Notes, when executed, by the Company is a party contemplated herebyand issued and delivered to and paid for by the Investors in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company, except for the Enforceability Exceptions. (d) The Convertible Notes, when executed by the Company, and issued and delivered to and paid for by the Investors in accordance with the terms of this Agreement, will constitute valid and binding obligation of the Company, except for the Enforceability Exceptions. (e) The Warrants, when executed and delivered in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company, except for the Enforceability Exceptions. (f) The Common Shares to be reserved for issuance upon exercise of the Warrants or conversion of the Convertible Notes, as the case may be, have been duly authorized by the Company and reserved for issuance upon such exercise or conversion and, when issued upon such exercise or conversion in accordance with the terms of the Warrants or the Convertible Notes, as the case may be, will have been validly issued, fully paid and non-assessable, and such Common Shares will be free of preemptive or similar rights except as set forth in the Amended and Restated Investor Rights Agreement.

Corporate Authorization. (a) The Company Board has (i) approved and declared advisable this Agreement, the Plan of Merger, the Articles of Merger and the Transactions, including the Merger, in accordance with the memorandum and articles of association of the Company then in effect (ii) declared that it is fair to, advisable and in the best interests of the Company and the Company Shareholders that the Company enter into this Agreement, the Plan of Merger and the Articles of Merger and consummate the Transactions, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (iii) directed that the adoption of this Agreement, the Plan of Merger and the Surviving Company Restated Articles be submitted to the Company Shareholders, and (iv) recommended to the Company Shareholders that they adopt this Agreement, the Plan of Merger and the Surviving Company Restated Articles. Except as set forth in Section 3.04 of the Company Disclosure Letter, the Requisite Company Vote is the only vote of the Company Shareholders necessary to adopt this Agreement and approve the Transactions. Each Person that executes the Company Voting Agreement is an executive officer, director, affiliate, founder or family member of a founder or holder of at least five percent of the voting equity securities of the Company, in each case, within the meaning of the SEC’s Compliance and Disclosure Interpretation 239.13. (b) Except as set forth in Section 3.04 of the Company Disclosure Letter, the Company has all necessary corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder the Plan of Merger and the Articles of Merger, and assuming the Company Shareholder Approval is received, to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)Transactions. The execution, delivery and performance of this Agreement, the Plan of Merger and the Articles of Merger by the Company and, subject to the receipt of this Agreement and the Company Shareholder Approval, the consummation by the Company of the transactions to which it is a party contemplated hereby Transactions have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Company. This Agreement or to consummate the transactions to which it is constitutes a party contemplated herebylegal, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, valid and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 binding agreement of the Company to enter into this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization moratorium and other similar laws of general applicability relating to or similar Laws affecting the rights of creditors generally creditor’s rights, and the availability of to general equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”principles). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions to which it is a party contemplated hereby are within the Company’s corporate powers and, except for the Company Stockholder Approval (if required under applicable Law in order to permit the consummation of the Merger) and the filing and recordation of the Certificate of Merger in accordance with the DGCL, have been duly and validly authorized and approved by the Company Boardall necessary corporate action, and no other corporate action proceedings on the part of the Company is are necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (b) . The Company Board, Board at a meeting duly called and held and at which a quorum of directors was presenton or prior to the date hereof, has unanimously has, by unanimous vote (ia) approved and declared it advisable and in the best interests of the Company to enter into determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, upon are in the terms and subject to best interests of the conditions set forth hereinCompany Stockholders, (iib) approved the execution, delivery and performance by the Company of adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, upon in accordance with the terms requirements of the DGCL, (c) declared that this Agreement is advisable, (d) resolved to recommend that the Company Stockholders accept the Offer and subject exchange their shares of Company Common Stock pursuant to the conditions set forth herein and (iii) resolvedOffer and, subject if required under applicable Law in order to Section 6.3permit the consummation of the Merger, to recommend approval vote their shares of Company Common Stock in favor of the adoption of this Agreement and the transactions contemplated herebyhereby (the unanimous recommendations referred to in this clause (d), including subject to the Mergerproviso regarding unanimity in Section 1.2(a) are collectively referred to in this Agreement as the “Recommendations”), by and (e) to the holders extent necessary, adopted a resolution having the effect of causing the Company Common Shares (such recommendationnot to be subject to any state takeover law or other similar Law that might otherwise apply to the Offer, the “Company Board Recommendation”) and that approval Merger or any of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) . This Agreement has been duly and validly executed and delivered by the Company and, assuming due power that this Agreement constitutes the valid and authority of, binding obligation of Parent and due execution and delivery by, the other partiesMerger Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and the Company Support Agreements (as applicable), to perform its obligations hereunder and thereunder and to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)Transactions. The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby Support Agreements (as applicable) have been duly and validly authorized by all necessary action on the part of Parent and approved 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 Company Boardexecution of this Agreement), and no other corporate action proceedings on the part of the Company is Parent and Merger Sub are necessary to authorize the execution and delivery of this Agreement or the Company Support Agreements or for each of Parent and Merger Sub to consummate the transactions Transactions (other than, with respect to which it is a party contemplated herebythe Merger, except that consummation the filing of the Certificate of Merger is subject to approval with the Delaware Secretary of State). Assuming the due authorization, execution and delivery by the other parties thereto of this Agreement and the Company Support Agreements, this Agreement and the Company Support Agreements (as applicable) have been duly and validly executed and delivered by Parent and Merger Sub and constitute the Requisite Company Stockholder Votelegal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, subject to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLEnforceability Exceptions. (b) The Company Board, at a meeting duly called and held and at which a quorum board of directors was present, or similar governing body of each of Parent and Merger Sub has unanimously duly adopted resolutions (i) approved approving and declared it declaring advisable and in the best interests of the Company to enter into this Agreement and the transactions contemplated herebyTransactions, including the Merger, (ii) approving this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth hereinin this Agreement, (iiiii) approved 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 and (B) deliver a copy of such approval to the Company. (c) No vote of, or consent by, the holders of any equity interests of Parent is necessary to authorize the execution, delivery and performance by the Company Parent of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation consummation of the CompanyTransactions or otherwise required by Parent’s organizational documents, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization Applicable Law 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyGovernmental Authority.

Corporate Authorization. (a) The Company has all necessary full corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and receipt of the Requisite Stockholder Vote, to consummate the transactions Merger and to which it is a party contemplated hereby subject, in the case perform each of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the transactions to which it is a party contemplated hereby by the Sale and Lease-Back Agreements have been duly and validly authorized and approved by the Company BoardBoard of Directors of the Company. Except for the approval of this Agreement by (i) 66 2/3% of the outstanding Shares entitled to vote thereon, and (ii) a majority of the outstanding Shares (excluding the Shares held by Parent, Merger Sub, the Contributing Stockholders or any of their respective Affiliates) present, in person or by proxy, and voting at the Company Stockholder Meeting (the “Majority-Minority Vote” and, together with the approval described in clause (i), the “Requisite Stockholder Vote”), no other corporate action proceedings on the part of the Company is are necessary to authorize approve this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation Agreement. The Board of Directors of the Merger is subject to approval of this Agreement by Company, acting upon the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT unanimous recommendation of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (b) The Company BoardSpecial Committee, at a duly held meeting duly called and held and at which a quorum of directors was present, has unanimously (i) approved determined that the Merger and declared it advisable this Agreement are fair to and in the best interests of the Company to enter into this Agreement and its stockholders (other than the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth hereinContributing Stockholders), (ii) approved the Merger and the execution, delivery and performance by the Company of this Agreement and the transactions contemplated herebyAgreement, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, resolved to recommend approval of that the Company stockholders (other than the Contributing Stockholders) approve this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (directed that such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, matter be submitted for the consideration of the stockholders of the Company at the Company Stockholders Stockholder Meeting. (cb) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due power and authority ofvalid authorization, and due execution and delivery by, the other partiesof this Agreement by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights of creditors generally and the availability of general 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 this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyprinciples.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company Issuer of this Agreement and the consummation by the Company Issuer of the transactions to which it is a party contemplated hereby are within Issuer’s corporate powers and, except for Issuer Stockholder Approval (as defined below), have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation Issuer. The affirmative vote of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common a majority of the outstanding Shares (such recommendation, the “Company Board RecommendationIssuer Stockholder Approval”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company Issuer necessary to approve this Agreement or approve and the transactions to which the Company is a party contemplated hereby, including in connection with the Articles Amendment and the Bylaws Amendment and any necessary approvals under Nasdaq rules. Issuer has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Purchaser, this Agreement constitutes a valid and binding obligation of Issuer enforceable against Issuer 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, the Board affirmatively (i) determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of Issuer and its stockholders, (ii) approved and adopted this Agreement, the Articles Amendment and the Bylaws Amendment and the transactions contemplated hereby and thereby in accordance with the requirements of the NRS and Nasdaq rules, and (iii) resolved to recommend the approval of this Agreement and the transactions contemplated hereby, including the Articles Amendment and the Bylaws Amendment, by the stockholders of Issuer (such recommendation, the “Issuer Board Recommendation”).

Corporate Authorization. (a) The Company has all necessary the corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Stockholder Vote”) if the holdings of the Company Common Stock do not meet the threshold required by Section 253 of the DGCL, to consummate the Offers and the Merger and the other transactions to which it is a party contemplated hereby subject, in the case and to perform each of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Offers and the Merger and the other transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board. Except for the adoption of this Agreement by the Requisite Stockholder Vote in the event the holdings of the Shares do not meet the threshold required by Section 253 of the DGCL, and no other corporate action proceedings on the part of the Company is are necessary to authorize approve this Agreement or to consummate the Offers and the Merger or the other transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (b) . The Company Board, Board at a duly held meeting duly called and held and at which a quorum of directors was present, has unanimously (i) approved and declared determined that it advisable and is in the best interests of the Company and its stockholders (other than holders of Shares that are Affiliates of the Buyer), and declared it advisable, to enter into this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth hereinAgreement, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offers and the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, resolved to recommend approval that the stockholders of the Company tender their Shares in the Offers or otherwise approve the adoption of this Agreement and directed that to the transactions contemplated hereby, including the Merger, extent required by the holders of Company Common Shares (such recommendationDGCL, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, Merger be submitted for consideration by the stockholders of the Company at the Stockholders’ Meeting, and in each case such action of the Company Stockholders MeetingBoard has not been amended, rescinded or modified. The action taken by the Company Board constitutes approval of the Offers, the Merger and the other transactions contemplated by this Agreement under the provisions of Section 203 of the DGCL, and no other state takeover statute is applicable to such transactions. (cb) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due power and authority of, and due valid execution and delivery by, the other partiesof this Agreement by Buyer and Acquisition Sub, constitutes a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights of creditors generally and the availability of general 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 this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyprinciples.

Corporate Authorization. (a) The Company has all necessary the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder under this Agreement, and to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)this Agreement. The executionexecution and delivery by the Company of this Agreement, delivery and the performance by the Company of its obligations under this Agreement Agreement, and the consummation by the Company of the transactions to which it is a party contemplated hereby by this Agreement have been duly and validly authorized and approved by the Company BoardCompany, and no other corporate action proceedings on the part of the Company is 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 to consummate the consummation by the Company of the transactions contemplated by this Agreement, except, with respect to which it is a party contemplated herebythe Merger, except that consummation of for (i) the Merger is subject to approval adoption of this Agreement by the Requisite Company affirmative vote of the holders of not less than a majority of the outstanding Shares (the “Required Stockholder Vote, Approval”) and (ii) the filing of a certificate of merger with respect to the filing with, and acceptance for record by, Merger with the SDAT Secretary of State of the Articles State of Merger and Delaware. Other than the effectiveness Required Stockholder Approval, no vote of the Merger pursuant to the Articles holders of Merger and the MGCL. (b) The Company Board, at a meeting duly called and held and at which a quorum any class or series of directors was present, has unanimously (i) approved and declared it advisable and in the best interests capital stock or other securities of the Company to enter into this Agreement and the transactions contemplated hereby, (including the MergerSeries X Preferred Shares, upon the terms and subject to Company Pre-Funded Warrants, or the conditions set forth hereinCompany Common Warrants) is necessary in connection with the execution or delivery by the Company of this Agreement, (ii) approved the execution, delivery and performance by the Company of its obligations under this Agreement and or the consummation by the Company of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of by this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due power and authority ofauthorization, and due execution and delivery by, the other partiesby each of Parent and Merger Sub, constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or similar Laws moratorium and other laws affecting the creditors’ rights of creditors generally and general principles of equity (the availability “Enforceability Exceptions”). (b) At a meeting duly called and held, the Board of equitable remedies Directors has unanimously (regardless i) determined that this Agreement, the Voting Agreements and the transactions contemplated hereby and thereby, including the Merger, are fair to, and in the best interests of, the Company and the holders of whether 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 the DGCL and (iii) resolved to recommend that the Company’s stockholders vote to approve the adoption of this Agreement (such enforceability is considered in a proceeding in equity or at law) (togetherrecommendation, the “Bankruptcy and Equity ExceptionBoard Recommendation”). The approval As of the date of this Agreement by Agreement, the Requisite Company Stockholder Vote is the only vote of the holders of foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyway.

Corporate Authorization. (a) The Each of Matrix and the Company has all necessary requisite corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)hereby. The execution, execution and delivery and performance by the Company of this Agreement by Matrix and the Company, the performance of their respective obligations hereunder and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of Matrix and the Company, and no other corporate proceeding on the part of Matrix or the Company is necessary to authorize the execution and delivery of this Agreement or to consummate Agreement, the performance by Matrix and the Company of their respective obligations hereunder and the consummation by Matrix and the Company of the transactions to which it is a party contemplated hereby. This Agreement, assuming due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of Matrix and the Company enforceable against Matrix and the Company, respectively, in accordance with its terms, except that consummation 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”). As of the Merger is subject to approval date of this Agreement by the Requisite Company Stockholder VoteAgreement, and to the filing with, and acceptance for record by, the SDAT each of the Articles of Merger Matrix Board and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (b) The Company Board, at a meeting meetings duly called and held and at which a quorum of directors was presentheld, has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) approved and declared it advisable and in determined that the best interests terms of the Company to enter into this Agreement and the 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 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 transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein, contained herein and (iiiv) approved the execution, delivery and performance by with respect to the Company of Board, has resolved to recommend to Matrix, as its sole shareholder, to adopt and approve this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the Company’s corporate powers and, except for obtaining the Stockholder Approval (if required by Applicable Law), have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. Assuming the facts set forth in Section 6.07, the affirmative vote of the holders of a majority of the outstanding shares of Company is necessary Common Stock to authorize approve and adopt this Agreement or and to consummate approve the transactions to which it Merger (the “Stockholder Approval”), if required by Applicable Law, is a party contemplated hereby, except that the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger is subject to approval of transactions contemplated by this Agreement. This Agreement by the Requisite Company Stockholder Vote, constitutes a valid and to the filing with, and acceptance for record by, the SDAT binding agreement of the Articles Company enforceable against the Company in accordance with its terms, 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 Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLequity. (b) The Company Board, at At a meeting duly called and held and prior to the execution of this Agreement at which a quorum all directors of directors was the Company were present, has the Company Board duly and unanimously adopted resolutions (i) approved and declared it advisable and in the best interests of the Company to enter into declaring that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, upon are fair to and in the terms and subject to best interests of the conditions set forth hereinCompany’s stockholders, (ii) approved the execution, delivery approving and performance by the Company of declaring advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, upon in accordance with the terms and subject to requirements of the conditions set forth herein and Delaware Law, (iii) resolvedapproving and adopting an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, subject to Section 6.3the Merger, to recommend approval of this Agreement Agreement, the Tender and Support Agreements and the transactions contemplated herebyhereby and thereby, including and (iv) making the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions to which it is a party 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 and approved by the Company Board, and no other all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Stock is the only vote of the holders of any of the Company’s capital stock necessary to authorize in connection with the approval and adoption of this Agreement or to consummate and the transactions to which it is a party contemplated hereby, except that consummation of the Merger and the other transactions contemplated hereby (the “Company Stockholder Approval”) and (other than the 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 hereby or thereby. 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 Company enforceable against the Company in accordance with its terms (subject to approval such enforceability being limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLequity). (b) The Company Board, at At a meeting duly called and held and at which a quorum held, the Company’s Board of directors was present, Directors has unanimously (i) approved determined that this Agreement and declared it advisable the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company to enter into this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth hereinCompany’s stockholders, (ii) approved and declared advisable this Agreement, the execution, delivery and performance by the Company of this Agreement Transaction Documents and the transactions contemplated hereby, hereby (including the Merger) and thereby, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.36.03, to recommend approval adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares its stockholders (such recommendationrecommendation in the preceding clause (iii), the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby), including the Mergerwhich Company Board Recommendation has not been withdrawn, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company andrescinded or modified in any way, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation as of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebydate hereof.

Corporate Authorization. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to perform its obligations hereunder and the Stockholder Approval, to consummate the Merger and the other transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)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 to which it is a party contemplated hereby hereby, except for obtaining the Stockholder Approval, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company is necessary Common Stock voting to authorize approve and adopt this Agreement or to consummate and the transactions to which it Merger (the “Stockholder Approval”) is a party contemplated hereby, except that the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the other transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or moratorium and other similar Laws Applicable Law affecting the creditors’ rights of creditors generally and by general principles of equity. (b) At a meeting duly called and held, prior to the availability execution of equitable remedies this Agreement, at which all directors of the Company were present (regardless of whether such enforceability is considered in a proceeding person or remotely, to the extent permitted by the Company’s organizational documents) and voting in equity or at law) (togetherfavor, the “Bankruptcy Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and Equity Exception”). The approval 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 Delaware Law will not apply with respect to or as a result of the Merger, this Agreement, the Voting Agreements and the transactions contemplated hereby and thereby, (iv) directing that the adoption of this Agreement by Agreement, the Requisite Company Stockholder Vote is Merger and the only other transactions contemplated hereby be submitted to a vote of the holders of any class or series of capital stock stockholders of the Company necessary to approve this Agreement or approve at the transactions to which Stockholder Meeting, and (v) making the Company is a party contemplated herebyBoard Recommendation.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company Boardand, and except for the Company Shareholder Approval, no other corporate action proceedings on the part of the Company is are necessary to authorize or consummate this Agreement or to consummate the other transactions to which it is a party contemplated hereby, except that consummation hereby (other than the filing and recordation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and appropriate documents with respect to the filing with, and acceptance for record by, Merger in accordance with the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLOBCA). (b) The Company BoardOn or prior to the date hereof, at a meeting duly called and held and at which a quorum the Company’s Board of directors was present, Directors has unanimously (i) approved and declared it advisable and in the best interests of the Company to enter into determined that this Agreement and the transactions contemplated hereby, including the Merger, upon are fair to and in the terms best interests of the Company and subject to the conditions set forth hereinCompany Shareholders, (ii) approved the execution, delivery and performance by the Company of adopted resolutions approving this Agreement and the transactions contemplated herebyhereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of adopted resolutions declaring this Agreement and the transactions contemplated herebyMerger advisable, including the Merger, by the holders (iv) adopted resolutions directing that this Agreement be submitted to a vote at a meeting of Company Common Shares Shareholders; (such recommendation, v) adopted resolutions recommending to the “Company Board Recommendation”Shareholders that they vote in favor of approving this Agreement in accordance with the terms hereof; and (vi) and that approval of adopted resolutions approving this Agreement and the Merger, prior to the date on which, to the Knowledge of the Company, any Person that is a party to this 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, nor the consummation of the Merger or any of the other transactions contemplated hereby 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, the Merger or any of the transactions contemplated hereby, including the Merger, be submitted for consideration at . No provision of the Company Stockholders MeetingArticles of Incorporation or the Company By-laws 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 any Company Subsidiary that may be acquired or controlled by Parent. (c) This Agreement has been duly and validly executed and delivered by the Company and, assuming due power that this Agreement constitutes the valid and authority of, binding obligation of Parent and due execution and delivery by, the other partiesAcquiror, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization reorganization, arrangement or similar Laws laws affecting the creditors’ rights of creditors generally and the availability by general principles 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 this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyequity.

Corporate Authorization. (a) The Company has all necessary corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions Transactions, subject to which it is a party contemplated hereby subject, in the case receipt of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The executionVote, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Boardif any, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of if the Merger is subject not consummated pursuant to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT Section 251(h) of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (b) DGCL. The Company Board, Board at a meeting duly called and held and at which a quorum of directors was present, has has: (a) unanimously (i) approved and declared fair and advisable this Agreement and the Transactions, (b) declared that it advisable and is in the best interests of the Company to and the stockholders of the Company that the Company enter into this Agreement and consummate the transactions contemplated hereby, including the Merger, upon Transactions on the terms and subject to the conditions set forth hereinin this Agreement, (iic) approved resolved that, unless Merger Sub has elected pursuant to and in accordance with Section 1.3 to pursue consummation of the Merger without completion of the Offer, the Merger shall be effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Acceptance Time, (d) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company if necessary for the consummation of the Merger, and (e) recommended to the stockholders of the Company that they accept the Offer, tender their shares of Common Stock pursuant to the Offer and, to the extent applicable, adopt this Agreement and approve the Merger. Assuming that the Requisite Company Vote is received if the Merger is not consummated pursuant to Section 251(h) of the DGCL, the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is and the only vote consummation by the Company of the holders Transactions have been duly and validly authorized by all necessary corporate action on the part of any class the Company. The Company has made available to Parent correct and complete copies of the certificates of incorporation and bylaws (or series of capital stock the equivalent organizational documents) of the Company necessary to approve and each of its Subsidiaries, in each case, as in effect on the date of this Agreement or approve the transactions to which the Company is a party contemplated herebyAgreement.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the corporate powers of the Company and, except for the approval of the Company’s shareholders in connection with the consummation of the Merger have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation Company. The affirmative vote of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of a majority of the outstanding Company Common Shares Stock (such recommendation, the “Company Board RecommendationShareholder Approval”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of the Company’s capital stock necessary in connection with the consummation of the transactions contemplated by this Agreement. Assuming due authorization, execution and delivery by the other parties, this Agreement constitutes a valid and binding agreement of the Company, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (b) At a meeting duly called and held, the Company’s Board of Directors unanimously (i) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger in accordance with the DGCL; (ii) determined that the terms of the Merger and the other transactions contemplated by this Agreement are fair to, in the best interests of, and advisable to, the Company and the Company’s shareholders; (iii) directed that this Agreement be submitted to the Company’s shareholders for their adoption and resolved to recommend that the shareholders vote in favor of the approval of the Merger and adoption of this Agreement; (iv) adopted resolutions taking all other actions necessary to approve render Section 203 of the DGCL inapplicable to the Merger and the transactions contemplated by this Agreement; and (v) adopted resolutions electing that the Merger, to the extent of the power and authority of the Company’s Board of Directors and to the extent permitted by Applicable Law, not be subject to any anti-takeover, control share acquisition, fair price, moratorium or other similar statute (each, a “Takeover Statute”) of any jurisdiction that may purport to be applicable to this Agreement or approve any of the transactions to which the Company is a party contemplated hereby, including the Merger.

Corporate Authorization. (a) The Company Alleghany has all necessary corporate 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 subject, in the case of the Merger, subject to obtaining the Alleghany Requisite Company Stockholder Vote as contemplated by Section 6.2(a)Vote. The execution, delivery and performance by the Company Alleghany of this Agreement and the consummation by the Company Alleghany of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Alleghany Board. The Alleghany Board has, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated herebyby resolutions duly adopted, except determined that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated herebyhereby are in the best interests of Alleghany and its stockholders, including 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, (ii) approved the execution, delivery and performance by the Company Alleghany of this Agreement and the consummation of the transactions to which it is a party contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) has resolved, subject to Section 6.35.5, to recommend approval of this Agreement and each of the transactions contemplated hereby, including matters constituting the Merger, Alleghany Requisite Stockholder Vote by the holders stockholders of Company Common Shares Alleghany (such recommendation, the “Company Alleghany Board Recommendation”) and that approval of this Agreement such matters and the transactions contemplated hereby, including the Merger, recommendation be submitted for consideration at a duly held meeting of the Company stockholders of Alleghany for a vote for such purposes (the “Alleghany Stockholders Meeting”). Except for the approval of the Stock Issuance by the affirmative vote of 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 Alleghany or any other vote by the holders of any class or series of capital stock of Alleghany are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (except for the filing of the Certificate of Merger as required by applicable Law). (cb) This Agreement has been duly executed and delivered by the Company Alleghany and, assuming due power and authority of, and due execution and delivery by, the other partiesparties hereto, constitutes a valid and binding obligation of the CompanyAlleghany, enforceable against the Company 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”). The approval of . (c) Merger Sub has all necessary limited liability company power and authority to execute and deliver this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary Agreement, to approve this Agreement or approve perform its obligations hereunder and to consummate the transactions to which the Company 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 hereby (except for the filing of the Certificate of Merger, as required by applicable Law). This Agreement has been duly executed and delivered by 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 Merger Sub, enforceable against Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby Transactions are within the Company’s corporate power and authority and, except (if required by applicable Law) for the required approval of the Company’s shareholders in connection with the consummation of the Merger, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (b) Company. 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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend affirmative approval of this Agreement and the transactions contemplated hereby, including the Merger, Transactions by the holders of a majority of the outstanding Company Common Ordinary Shares (such recommendation, the “Company Board RecommendationShareholder Approval”) and that approval is the only vote of this Agreement and the transactions contemplated hereby, including holders of any of the Merger, be submitted for consideration at Company’s share capital necessary in connection with the Company Stockholders Meeting. (c) consummation of the Transactions. This Agreement has been duly executed and delivered by the Company andAgreement, assuming due power and authority ofauthorization, and due execution and delivery byby Parent, the other partiesInfiniti, Holdco and Merger Sub, constitutes a valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or any other similar Laws Law affecting the creditors’ rights generally or by general principles of creditors generally and the availability of equitable remedies equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw) (togethercollectively, the “Bankruptcy and Equity ExceptionEnforceability Limitations”). The approval . (b) At a meeting duly called and held, the Company Board has, by the unanimous vote of all directors of the Company, (i) determined that this Agreement by and the Requisite Company Stockholder Vote is Transactions are fair to, advisable and in the only vote of the holders of any class or series of capital stock best interests of the Company necessary and the Company’s shareholders; (ii) approved and adopted this Agreement and approved the Transactions in accordance with the requirements of the ICL and any other applicable Law; (iii) declared the advisability of this Agreement; (iv) resolved to recommend that the shareholders of the Company approve this Agreement or approve (the transactions to which unanimous recommendation of the Company is Board that the shareholders of the Company approve this Agreement being referred to as the “Company Board Recommendation”); and (v) directed that this Agreement be submitted to the Company’s shareholders for adoption at a party contemplated herebyduly held meeting of such shareholders for such purpose. As of the date hereof, none of the actions described in the immediately preceding sentence has been amended, rescinded or modified in any respect.

Corporate Authorization. (a) The Company has all 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 filing of the Certificate of Merger with the Secretary of State of the State of Delaware, to perform its obligations hereunder and to consummate the Merger and the other transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)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 to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company BoardBoard of Directors of the Company, and no other corporate action proceedings on the part of the Company is are necessary to authorize this Agreement or to consummate the Merger or the other transactions to which it is a party contemplated hereby, except that consummation subject, in the case of the Merger is subject Merger, to approval of this Agreement by obtaining the Requisite Company Stockholder Vote, Approval and to the filing with, and acceptance for record by, the SDAT of the Articles Certificate of Merger and with the effectiveness Secretary of State of the Merger pursuant 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 Articles right to vote) on any matters on which stockholders of Merger and the MGCLCompany may vote. (b) The Company BoardBoard of Directors of the Company, at a meeting duly called and held and at which a quorum of directors was presentheld, has unanimously adopted resolutions (i) approved and declared it advisable determining that the Merger is fair to, and in the best interests of of, the Company to enter into and its stockholders, (ii) approving and declaring advisable this Agreement Agreement, the Merger and the other transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (iiiii) approved approving the execution, delivery and performance by the Company of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, including (iv) directing that the Merger, upon the terms and subject adoption of this Agreement be submitted to the conditions set forth herein holders of Company Common Stock for consideration and (iiiv) resolvedrecommending, subject to Section 6.3, to recommend approval the adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares Stock (such recommendation, the “Company Board Recommendation”) and that approval ). As of the date of this Agreement and the transactions contemplated herebyAgreement, including the Mergersuch resolutions have not been subsequently rescinded, be submitted for consideration at the Company Stockholders Meetingmodified or withdrawn. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, of and due execution and delivery by, the other partiesParent and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company 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 lawLaw) (together, the “Bankruptcy and Equity Exception”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which the Company is a party, and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by thereby, are within the Company Board, and no other Company’s corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated herebypowers and, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 affirmative vote of seventy five percent (75%) of the outstanding Shares in connection with the Company to enter into Charter Amendment and (ii) the affirmative vote of the holders of a majority of the votes cast at the Company Stockholder Meeting in connection with (x) this Agreement and the transactions contemplated hereby, including the MergerIssuance, upon and (y) the Investor’s rights under Section 4.03 of the Investor Rights Agreement (clauses (i) and (ii) collectively, the “Company Stockholder Approval”), have been duly authorized by all necessary corporate action on the part of the Company. The Company Stockholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Investment or the other transactions contemplated hereby or by the other Transaction Documents. This Agreement and the other Transaction Documents to which the Company is a party each constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms and (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 conditions set forth hereinCompany Board has unanimously (i) determined that this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including the Offer, the Issuance and the Company Charter Amendment, are in the best interests of the Company’s stockholders, (ii) approved the executionapproved, delivery adopted and performance by declared advisable this Agreement and each other Transaction Document to which the Company of this Agreement is a party, and the transactions contemplated herebyhereby and thereby, including the MergerOffer, upon the terms Issuance and subject to the conditions set forth herein and Company Charter Amendment, (iii) resolved, subject to Section 6.37.04(b), to recommend (x) acceptance of the Offer and (y) approval and adoption by the Company’s stockholders of the Company Charter Amendment, this Agreement and the transactions contemplated hereby, hereby (including the Merger, by Issuance) and the holders Investor’s rights under Section 4.03 of Company Common Shares the Investor Rights Agreement (such recommendation, the “Company Board Recommendation”) and (iv) directed that approval of this the Company Charter Amendment, the Transaction Agreement and the transactions contemplated hereby, hereby (including the MergerIssuance), and the Investor’s rights under Section 4.03 of the Investor Rights Agreement be submitted to its stockholders for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyAgreement.

Corporate Authorization. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions to which it is a party contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby subjecthave been duly authorized, in and this Agreement has been approved by the case Board of Directors of the MergerCompany, and no other corporate proceeding on the part of the Company, other than the approval of the Company’s stockholders described in Section 3.18, is necessary to obtaining authorize the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, execution and delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by hereby. As of the Company Boarddate hereof, and no other corporate action on the part Board of Directors of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated herebyhas, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (b) The Company Board, resolutions duly adopted at a meeting duly called and held held, which resolutions have not been rescinded, modified or withdrawn as of the time of the execution and at which a quorum delivery of this Agreement, by unanimous vote of those directors was present, has unanimously present and voting (i) approved and declared it advisable determined that the Merger is fair to, and in the best interests of of, the Company to enter into and its stockholders, approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) has resolved, subject to Section 6.36.7, to recommend approval adoption of this Agreement and the transactions contemplated hereby, including the Merger, by to the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”), and (ii) and directed that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the holders of Shares for consideration their adoption at the Company Stockholders Meeting. (c) a stockholders’ meeting duly called and held for such purpose. This Agreement has been duly executed and delivered by the Company and, assuming due power that this Agreement constitutes a valid and authority of, binding obligation of Parent and due execution and delivery by, the other partiesPurchaser, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or similar Laws laws affecting the creditors’ rights of creditors generally and the availability by general principles of equitable remedies equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions Merger, except for the required approval of the holders of at least a majority of the outstanding Company Shares entitled to which it vote in connection with the adoption of this Agreement in accordance with Applicable Law and the Company’s certificate of incorporation (the “Requisite Company Vote”). The Requisite Company Vote is a party contemplated hereby subject, the only vote of the holders of any of the capital stock of the Company or the capital stock of any of its Subsidiaries (including any Company Securities or Company Subsidiary Securities) necessary in the case connection with consummation of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, subject to which it is a party contemplated hereby obtaining the Requisite Company Vote at the Company Meeting, are within the Company’s corporate powers and have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. The Company is necessary to authorize has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement or to consummate the transactions to which it is constitutes a party contemplated hereby, except that consummation valid and binding agreement of the Merger is Company enforceable against the Company in accordance with its terms (subject to approval applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and general principles of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLequity). (b) The Company Board, at At a meeting duly called and held and at which a quorum held, the board of directors was present, of the Company (the “Company Board”) has unanimously (i) approved and declared it advisable and in the best interests of the Company to enter into determined that this Agreement and the transactions contemplated hereby, including the Merger, upon are fair to and in the terms best interests of the Company and subject to the conditions set forth hereinits stockholders, (ii) approved the executionapproved, delivery adopted and performance by the Company of declared advisable this Agreement and the transactions contemplated hereby, including the Merger, upon in accordance with the terms and subject to requirements of the conditions set forth herein and DGCL, (iii) resolved, subject to Section 6.36.03(c), to recommend approval adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the holders stockholders of the Company Common Shares (such recommendation, the “Company Board Recommendation”) and (iv) directed that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at to the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock stockholders of the Company necessary to approve for their adoption. As of the date of this Agreement Agreement, the foregoing determinations and resolutions have not been rescinded, modified or approve the transactions to which the Company is a party contemplated herebywithdrawn in any way.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by the Company of the transactions to which it is a party contemplated hereby and thereby, are within the corporate powers of the Company and, except for the Company Stockholder Approval, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. The affirmative vote of (i) the holders of a majority of the outstanding shares of Company is necessary to authorize Common Stock approving and adopting this Agreement or to consummate and (ii) the transactions to which it is holders (other than TD Bank, the Significant Company Stockholders and their respective Affiliates) of a party contemplated herebymajority of the outstanding shares of Company Common Stock (other than shares of Company Common Stock held by TD Bank, except that the Significant Company Stockholders and their respective Affiliates) approving and adopting this Agreement, are the only votes of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (collectively, the “Company Stockholder Approval”). This Agreement, and each of the Ancillary Agreements to which the Company is a party, have been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by the other parties hereto and thereto) each constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to approval of this Agreement by the Requisite Company Stockholder Voteapplicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to the filing withenforceability, and acceptance for record byto general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the SDAT of the Articles of Merger “Bankruptcy and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLEquity Exceptions”)). (b) The Company Board, at At a meeting duly called and held and at which a quorum held, the Board of directors was presentDirectors of the Company, has acting upon the unanimous recommendation of the Company Special Committee, unanimously adopted resolutions (i) approved determining that this Agreement and declared it advisable the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company to enter into Company’s stockholders, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby, hereby (including the Merger, upon the terms and subject to the conditions set forth herein), (iiiii) approved directing that the execution, delivery approval and performance by the Company adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders, and the transactions contemplated hereby, (iv) recommending approval and adoption of this Agreement (including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares Company’s stockholders (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered ). Except as permitted by the Company and, assuming due power and authority of, and due execution and delivery by‎Section 6.03, the other parties, constitutes a valid and binding obligation Board of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock Directors of the Company necessary to approve this Agreement has not subsequently rescinded, modified or approve withdrawn any of the transactions to which the Company is a party contemplated herebyforegoing resolutions.

Corporate Authorization. (a) The Company has all necessary requisite corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)hereby. The execution, execution and delivery and performance by the Company of this Agreement by the Company, the performance of its obligations hereunder and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by all necessary corporate action on the part of the Company, other than the Company Board, and no Stockholder Approval. No other corporate action proceeding on the part of the Company is necessary to authorize the execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder or to consummate the consummation by the Company of the transactions to which it is a party contemplated hereby, except that consummation except, in the case of the Merger, for the approval of the Merger is subject to approval and the adoption of this Agreement by the Requisite holders of a majority of the issued and outstanding shares of Company Common Stock (the “Company Stockholder VoteApproval”). This Agreement, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership or other similar Laws relating to the filing with, or affecting creditors’ rights generally and acceptance for record byby general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (collectively, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL“Enforceability Exceptions”). (b) The Company Board, by resolutions duly adopted at a meeting duly called and held and at which a quorum of directors was presentmeeting, has unanimously (i) approved determined that the terms of this Agreement and declared the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it advisable and is in the best interests of the Company and its stockholders and declared it advisable for the Company to enter into this Agreement Agreement, (iii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated herebyby this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth contained herein and (iiiiv) resolved, subject resolved to Section 6.3, to recommend approval of this Agreement and make the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation . None of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock foregoing resolutions of the Company necessary to approve this Agreement Board has been amended, rescinded or approve modified as of the transactions to which the Company is a party contemplated herebydate hereof.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the Company’s corporate powers and, except for obtaining the Shareholder Approval, if required, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding Company is necessary Shares voting to authorize approve and adopt this Agreement or to consummate and the transactions to which it Merger (the “Shareholder Approval”) is a party contemplated hereby, except that the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the other transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or moratorium and other similar Laws Applicable Law affecting the creditors’ rights of creditors generally and by general principles of equity. (b) At a meeting duly called and held, prior to the availability execution of equitable remedies (regardless this Agreement, at which all directors of whether such enforceability is considered in a proceeding in equity or at law) (togetherthe Company were present, the “Bankruptcy Company’s Board of Directors duly and Equity Exception”). The approval unanimously adopted resolutions (i) declaring that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company’s shareholders, (ii) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated hereby, (iii) approving and adopting an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement, the Tender and Support Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby, (iv) directing that the adoption of this Agreement by be submitted to the Requisite Company Stockholder Vote is Shareholder Meeting, and (v) making the only vote Board Recommendation. At a meeting duly called and held prior to the execution of this Agreement at which all “disinterested directors” (as defined in Section 302A.673 of the holders of any class or series of capital stock MBCA) of the Company necessary to approve were present, a duly authorized special committee of the Company Board duly and unanimously adopted resolutions approving this Agreement, the Tender and Support Agreement, the Escrow Agreement or approve and the transactions contemplated hereby and thereby for purposes of Section 302A.673 of the MBCA. Except to which the Company is a party contemplated herebyextent permitted by Section 7.03(b), no Adverse Recommendation Change has or shall have occurred.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the Company’s corporate powers and, except for obtaining the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding Company is necessary Common Shares to authorize adopt this Agreement or to consummate (the transactions to which it “Company Stockholder Approval”) is a party contemplated hereby, except that the only vote of the holders of any of the Company’s capital stock required by Applicable Law in connection with the consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (b) Merger. 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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company this Agreement, and, assuming due power and authority ofauthorization, and due execution and delivery byby each of Parent and Merger Sub, the other parties, this Agreement constitutes a valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, reorganization or similar Laws affecting the rights of creditors generally and by principles governing the availability of equitable remedies (regardless of remedies, whether such enforceability is considered in a proceeding at law or in equity or at law) (togethercollectively, the “Bankruptcy and Equity ExceptionEnforceability Exceptions”). The approval ). (b) At a meeting duly called and held, the Board of Directors has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth herein, are fair to and in the best interests of the Company and its stockholders, (ii) declared this Agreement and the transactions contemplated by this Agreement, including the Merger, advisable, (iii) approved this Agreement, the execution and delivery by the Company of this Agreement, the performance by the Company of the agreements contained herein and the consummation of the transactions contemplated hereby, including the Merger, on the terms and subject to the conditions contained herein, (iv) subject to ‎Section 6.04 and ‎Article 10 hereof, directed that the adoption of this Agreement by the Requisite Company Stockholder Vote is the only be submitted to a vote at a meeting of the holders Company’s stockholders and (v) resolved, subject to ‎‎Section 6.04(b) hereof, to recommend adoption of any class or series of capital stock this Agreement and the transactions contemplated by this Agreement, including the Merger, to the stockholders of the Company necessary to approve this Agreement or approve (such recommendation, the transactions to which the “Company is a party contemplated herebyRecommendation”).

Corporate Authorization. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and all other agreements and documents contemplated hereby to which it is a party and, subject to obtaining the Company Stockholder Approval, to perform its obligations hereunder and to consummate the transactions to which contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it is a party contemplated hereby subject, in the case of the Mergertransactions contemplated hereby, to have been duly authorized and adopted by the Company Board. Except for (i) obtaining the Requisite affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock in favor of the adoption of this Agreement and the Merger (the “Company Stockholder Vote as contemplated by Section 6.2(a). The Approval”) and (ii) 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 the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) . This Agreement has been duly executed and delivered by the Company and, assuming due power and authority ofauthorization, and due execution and delivery by, of this Agreement by the other partiesparties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights of creditors generally and the availability (B) is subject to general principles of equitable remedies (regardless of equity, whether such enforceability is considered in a proceeding at Law or in equity or at law(clauses (A) and (B) together, the “Bankruptcy and Equity Exception”). The approval of this Agreement . (b) At a meeting duly called and held, the Company Board, by the Requisite Company Stockholder Vote is the only vote resolutions duly adopted at such meeting (which resolutions have not as of the holders date hereof been subsequently rescinded, modified or withdrawn), has (i) unanimously determined that the terms of any class or series of capital stock the Merger and the other transactions contemplated hereby are advisable, fair to and in the best interests of the Company necessary to approve and its stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement or approve and the transactions to which the Company is a party contemplated hereby, (iii) unanimously resolved, subject to Section 5.3(c), to recommend that the Company’s stockholders adopt this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and (iv) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for adoption.

Corporate Authorization. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)hereunder. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions to which it is a party contemplated hereby hereby, have been duly and validly authorized and approved by the Company BoardBoard and, and except for obtaining the Company Stockholder Approval by majority consent, no other corporate action proceedings on the part of the Company is are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Company and, assuming due power and authority ofthis Agreement constitutes the legal, valid, and due execution binding agreement of the Parent and delivery by, the other partiesMerger Sub, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium and similar Laws, reorganization now or similar Laws hereafter in effect, affecting the creditors' rights of creditors generally and by general principles of equity. (b) The Company Board (at a meeting or meetings duly called and held, at which all directors of the availability of equitable remedies Company were present or participated and voted) has unanimously adopted resolutions (regardless of whether such enforceability is considered in a proceeding in equity or at lawi) (togetherdeclaring that this Agreement, the “Bankruptcy Merger, and Equity Exception”). The approval the other transactions contemplated hereby are advisable and in the best interests of the Company'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 the Company's stockholders is fair to such stockholders, (iv) resolving to recommend adoption of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock stockholders of the Company necessary (the "Board Recommendation") and (v) directing that the adoption of this Agreement, the Merger and the other transactions contemplated hereby be submitted to approve a vote approving the Merger by majority consent of the Company's stockholders and, as of the date of this Agreement Agreement, such consent have not been subsequently rescinded, modified or approve the transactions to which the Company is a party contemplated herebywithdrawn in any way.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within Company's corporate powers and, except as set forth in the next succeeding sentence of this Section 3.02, have been duly authorized by all necessary corporate action. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on this Agreement (the "Company Requisite Vote") is the only vote of any class or series of Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Company and constitutes a valid and binding agreement of Company, enforceable against Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding at equity or at law). (a) The Board of Directors of Company (the "Company Board") has, by unanimous vote of those present, duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Company Board, and no other corporate action on Board for the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject transactions, including the Merger, contemplated hereby and has resolved to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 deem this Agreement and the transactions contemplated hereby, including the Merger, upon taken together, advisable and fair to, and in the terms best interests of, Company and subject to the conditions set forth herein, its shareholders and (ii) approved recommend that the execution, delivery shareholders of Company approve and performance by the adopt this Agreement. The Company of Board has directed that this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject be submitted to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders shareholders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meetingtheir approval. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of consummating the Merger, to obtaining the Requisite affirmative vote of the holders of two-thirds of all the issued and outstanding shares of Company Stockholder Vote 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(a6.2 (the “Requisite Stockholder Vote”). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement the Merger by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT 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 Articles of Merger and the MGCLDLLCA. (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 and the transactions contemplated hereby, including providing for the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions to which it is a party contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, Merger by the holders of the Company Common Shares Stock (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, Merger be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability is 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the Merger or other transactions to which the Company is a party contemplated hereby.

Corporate Authorization. of the Merger Agreement is amended by replacing the phrase “(athis clause (d), the “Company Board Recommendation”)” in the second sentence of Section 4.3 of the Merger Agreement with the phrase “(such recommendation made pursuant to this clause (d) The on March 12, 2012, the “Initial Company Board Recommendation”)” and further amended by adding the following as a new paragraph at the end of Section 4.3 of the Merger Agreement: “As of the date of execution of the First Amendment, the Company has all necessary corporate power and authority to execute and deliver this Agreementthe First Amendment, to perform its obligations hereunder thereunder and hereunder, as amended by the First Amendment, solely with respect to the consummation of the Merger, subject to the receipt of the Requisite Company Vote (unless the Merger is consummated in accordance with Section 253 of the DGCL), to consummate the transactions to which contemplated by this Agreement (as amended by the First Amendment). As of the date of execution of the First Amendment, the Company Board at a meeting duly called and held has unanimously (including a majority of disinterested directors): (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, (b) declared that it is in the best interests of the stockholders of the Company that the Company enter into the First Amendment and this Agreement (as amended by the First Amendment) and consummate the Merger and any other transactions contemplated thereby and by this Agreement (as amended by the First Amendment), (c) directed that, to the extent required by applicable Law, the adoption of this Agreement (as amended by the First Amendment) be submitted to a party vote at a meeting of the stockholders of the Company (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated in Section 6.6(e)) and (d) resolved and agreed to recommend to the stockholders of the Company that they accept the Tender Offer, as supplemented in accordance with the First Amendment, tender their Common Stock into the Tender Offer, as supplemented in accordance with the First Amendment, and vote in favor of the approval and adoption of this Agreement (as amended by the First Amendment) and the transactions contemplated hereby subject(as amended by the First Amendment), including the Tender Offer, as supplemented in accordance with the First Amendment, and the Merger (if required by applicable Law), in each case, on the case terms and subject to the conditions set forth in this Agreement (as amended by the First Amendment) (any such recommendation made pursuant to this clause (d) on the date of execution of the MergerFirst Amendment, the “Company Board Recommendation”), and such approvals are sufficient such that the restrictions on business combinations set forth in Section 203(a) of the DGCL and any other Takeover Law shall not apply for any purpose to obtaining Parent, Merger Sub and their respective Affiliates, this Agreement (as amended by the First Amendment), the Merger or the other transactions contemplated hereby (as amended by the First Amendment). As of the date of execution of the First Amendment, Section 552.05 of the Wisconsin Statutes is not applicable to this Agreement (as amended by the First Amendment), the Tender Offer, as supplemented in accordance with the First Amendment, or the Merger because the Company is not a target company that meets the requirements of Section 552.05(7) of the Wisconsin Statutes. As of the date of execution of the First Amendment, other than Section 203(a) of the DGCL, there are no other Takeover Laws applicable to the Merger and the other transactions contemplated by this Agreement (as amended by the First Amendment). Assuming that the representations and warranties of Parent and Merger Sub contained in Section 5.5(c) are true and correct and either the Requisite Company Stockholder Vote is received or the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by in Section 6.2(a6.6(e). The , as of the date of execution of the First Amendment, the execution, delivery and performance of the First Amendment by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby by this Agreement (as amended by the First Amendment) have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLCompany. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, 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 the filing of the Cayman Merger Documents with the Cayman Islands Registrar of Companies in accordance with the Companies Law, to consummate the Merger and the other transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)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 to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company, and no other corporate actions on the part of the Company is are necessary to authorize this Agreement or to consummate the Merger or the other transactions to which it is a party contemplated hereby, except that consummation subject, in the case of the Merger is subject Merger, to approval of this Agreement by obtaining the Requisite Company Stockholder Vote, Shareholder Approval and to the filing with, and acceptance for record by, the SDAT of the Articles Cayman Merger Documents with the Cayman Islands Registrar of Merger and Companies in accordance with the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLCompanies Law. (b) The Company BoardBoard of Directors of the Company, at a meeting duly called and held and at which a quorum of directors was presentheld, has unanimously adopted resolutions (i) approved and declared it advisable determining that the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of of, the Company to enter into Company, (ii) approving and declaring advisable this Agreement Agreement, the Merger and the other transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (iiiii) approved approving the execution, delivery and performance by the Company of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, including (iv) directing that the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval adoption of this Agreement be submitted to the holders of Company Shares for consideration and (v) recommending the consummation of the Merger and the transactions contemplated hereby, including the Merger, adoption of this Agreement by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval ). As of the date of this Agreement and the transactions contemplated herebyAgreement, including the Merger, be submitted for consideration at the Company Stockholders Meetingsuch resolutions have not been amended or withdrawn. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other partiesParent and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar . (d) Each Company Share Option (i) was granted in compliance in all material respects with all applicable 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 terms and Equity Exception”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock conditions of the Company necessary to approve this Agreement or approve the transactions Share Plan pursuant to which it was issued, and (ii) qualifies for the Tax and accounting treatment afforded to such Company is a party contemplated herebyShare Option in the Company’s Tax Returns.

Corporate Authorization. (a) The Company has all necessary requisite corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)hereby. The execution, execution and delivery and performance by the Company of this Agreement by the Company, the performance of its obligations hereunder and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by all necessary corporate action on the Company Boardpart of the Company, and no other corporate action proceeding on the part of the Company is necessary to authorize the execution and delivery of this Agreement or to consummate Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions to which it is a party contemplated hereby, except that consummation except, in the case of the Merger is subject (to the extent required by the DGCL and the certificate of incorporation and bylaws of the Company), for the approval of the Merger and the adoption of this Agreement by the Requisite holders of a majority of the issued and outstanding shares of Company Stock (the “Company Stockholder VoteApproval”). This Agreement, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership or other similar Laws relating to the filing with, or affecting creditors’ rights generally and acceptance for record byby general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (collectively, the SDAT “Enforceability Exceptions”). As of the Articles date of Merger and this Agreement, the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (b) The Company Board, at a meeting duly called and held and at which a quorum of directors was presentheld, has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) approved determined that the terms of this Agreement and declared it advisable the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders and declared it advisable for the Company to enter into this Agreement and perform its obligations hereunder, (iii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated herebyby this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth contained herein and (iiiiv) resolved, subject resolved to Section 6.3, to recommend approval of this Agreement and make the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company Board has unanimously (i) approved and declared advisable this Agreement, the Transactions, including the Second Merger, (ii) declared that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and consummate the Transactions, including the Second Merger, on the terms and subject to the conditions set forth in this Agreement, (iii) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company and (iv) recommended to the stockholders of the Company that they adopt this Agreement. The Company Stockholder Approval is the only vote of the holders of stock of the Company necessary to adopt this Agreement and approve the Transactions. Assuming that the Requisite Company Vote is received, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the Second Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company. Once effective, the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement would satisfy the Requisite Company Vote. Each Person that executes the Company Voting Agreement prior to the effectiveness of the Written Consent, is an executive officer, director, affiliate, founder or family member of a founder or holder of at least five (5%) of the voting equity securities of the Company, in each case, within the meaning of the SEC’s Compliance and Disclosure Interpretation 239.13. (b) The Company has all necessary corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder and Agreement to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)Transactions. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby Transactions have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Company. This Agreement or to consummate the transactions to which it is constitutes a party contemplated herebylegal, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, valid and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 binding agreement of the Company to enter into this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization moratorium and other similar laws of general applicability relating to or similar Laws affecting the rights of creditors generally creditor’s rights, and the availability of to general equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”principles). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the Company’s corporate powers and have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. Assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, no vote of the holders of any class or series of capital stock of the Company is and no corporate proceedings on the part of the Company are necessary to authorize adopt this Agreement or to approve or consummate the transactions to which it is a party contemplated hereby, except that consummation including the Offer and the Merger, other than the approval of the Company Board (upon recommendation of the Special Committee) as contemplated herein. This Agreement, assuming due and valid authorization, execution and delivery hereof by Parent and Merger is Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to approval applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws affecting creditors’ rights generally and general principles of this Agreement by the Requisite Company Stockholder Voteequity, and to the filing with, and acceptance for record by, the SDAT regardless of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLwhether enforceability is considered in a proceeding in equity or at law). (b) The Company BoardSpecial Committee has been duly designated and, at a meeting duly called and held and at which a quorum of directors was presentheld, has unanimously (i) approved and declared it advisable and in the best interests of the Company to enter into determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, upon are fair to, and in the terms best interests of, the Company and subject to the conditions set forth hereinPublic Stockholders and (ii) made the Special Committee Recommendation. As of the date of this Agreement, the foregoing determinations and recommendations have not been rescinded, modified or withdrawn in any way. (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 transactions contemplated hereby, including the Offer and the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) approved and adopted this Agreement and declared it advisable for the Company to enter Table of Contents into this Agreement and consummate the transactions contemplated hereby, including the Offer and the Merger, (iii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, upon (iv) resolved that the Merger shall be governed by, and effected pursuant to, Section 251(h) of Delaware Law and that the Merger shall be consummated as soon as practicable following the Acceptance Time and (v) made the Company Board Recommendation, in each case, on the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval in this Agreement. As of the date of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendationAgreement, the “Company Board Recommendation”) foregoing determinations and that approval of this Agreement and the transactions contemplated herebyresolutions have not been rescinded, including the Merger, be submitted for consideration at the Company Stockholders Meetingmodified or withdrawn in any way. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby by this Agreement are within the corporate powers of the Company and, except for the Company Stockholder Approval, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. Unless the Company is necessary to authorize and Parent shall mutually agree otherwise, the affirmative vote of the holders of at least seventy-five percent (75%) of the outstanding shares of Company Common Stock approving and adopting this Agreement or to consummate is the transactions to which it is a party contemplated hereby, except that only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. Mergers (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board RecommendationStockholder Approval”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) ). This Agreement has been duly executed and delivered by the Company and, and (assuming due power and authority ofauthorization, and due execution and delivery byby Parent, the other parties, Merger Sub 1 and Merger Sub 2) constitutes a valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, terms (subject to applicable bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium and similar laws affecting creditors’ rights and remedies generally, reorganization or similar Laws affecting the rights and subject, as to enforceability, to general principles of creditors generally and the availability of equitable remedies equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity) (together, the “Bankruptcy and Equity ExceptionExceptions”)). (b) At a meeting duly called and held, the Board of Directors of the Company 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 the Company’s stockholders, (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 at a meeting of the Company’s stockholders, and (iv) recommending approval and adoption of this Agreement (including the Mergers) by the Company’s stockholders (such recommendation, the “Company Board Recommendation”). The approval Except as permitted by Section 6.02, the Board of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock Directors of the Company necessary to approve this Agreement has not subsequently rescinded, modified or approve withdrawn any of the transactions to which the Company is a party contemplated herebyforegoing resolutions.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby Transactions are within the Company’s corporate powers and, except for the Company Stockholder Approval in connection with the consummation of the Merger, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part action. The affirmative vote or written consent of holders of a majority of the outstanding Shares in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote or consent of the holders of any of the Company’s capital stock or any holder of capital stock of any of the Company’s Subsidiaries necessary to authorize or adopt this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) Transactions. This Agreement has been duly executed and delivered by the Company Company, and, assuming due power and authority ofauthorization, and due execution and delivery byof this Agreement by Parent and Merger Sub, the other parties, this Agreement constitutes a legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and similar Laws of general applicability relating to or affecting the creditors’ rights of creditors generally and the availability of equitable remedies to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) (togethercollectively, “Creditors’ Rights”). (b) The Company Board, at a meeting duly called and held on or prior to the date hereof, has (i) determined that this Agreement and the Transactions (including the Merger) are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Transactions (including the Merger), (iii) approved the execution, delivery and performance by the Company of this Agreement and, subject to the Company Stockholder Approval, the “Bankruptcy consummation of the Transactions (including the Merger), (iv) directed that in the event all Stockholder Written Consents are not delivered to Parent in accordance with Section 8.2(a), and Equity Exception”Parent does not terminate this Agreement in accordance with Section 10.1(c)(iii). The approval , the adoption of this Agreement be submitted to a vote at a meeting of the holders of Shares and (v) resolved to recommend the adoption of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyShares.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company and its applicable Subsidiaries of the transactions to which it is a party contemplated hereby Signing Transactions, including the Offer, are within the corporate powers of the Company and its applicable Subsidiaries and have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is and such Subsidiaries and no other corporate proceedings on the part of the Company or such Subsidiaries and, except for the approvals to be sought at the EGM as described in Section 2.04(a), no shareholder votes are necessary to authorize this Agreement or to consummate the transactions to which it is Signing Transactions. Assuming due authorization, execution and delivery hereof by Parent and Buyer, this Agreement constitutes a party contemplated hereby, except that consummation valid and binding agreement of the Merger is Company, subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLEnforceability Exceptions. (b) The Company Board, at At a meeting duly called and held and at which a quorum the Company Board unanimously (with the executive directors of directors was presentthe Company abstaining, has unanimously due to conflicts of interest) (i) approved determined that this Agreement and declared it advisable and the Signing Transactions are in the best interests of the Company to enter into Company, its business and its shareholders, employees and other relevant stakeholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, (including the Mergerexecution, upon delivery and performance thereof) and approved the Signing Transactions and (iii) resolved, on the terms and subject to the conditions set forth hereinin this Agreement, (ii) approved including Section 5.03(d), to support the execution, delivery Offer and performance the other Signing Transactions and to recommend acceptance of the Offer by the shareholders of the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares matters set forth in Section 2.04(a) (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, such recommendation is not required to be submitted for consideration at the Company Stockholders Meetingconditioned on works council consultation or approval. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved are within the Company's corporate powers and, except for the approval by the Company Board, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company Company's stockholders of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, have been duly authorized by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) all necessary corporate action. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due power and authority ofvalid authorization, and due execution and delivery by, of this Agreement by Acquisition and receipt of all required approvals by the other partiesCompany's stockholders in connection with the consummation of the Merger, constitutes a valid and binding obligation agreement of the Company, enforceable against the Company it in accordance with its terms, subject to terms except as may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or fraudulent transfer and other similar Laws laws affecting the creditors' rights of creditors generally and the availability by equitable principles of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”)general applicability. The approval Board of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock Directors of the Company (the "Board") has approved the Merger, this Agreement and the transactions contemplated hereby and such approval, assuming the accuracy of Acquisition's representation in Section 4.8 hereof, is sufficient to render the provisions of Section 203 of Delaware Law inapplicable to the Merger, this Agreement and the transactions contemplated hereby. No other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or approve to consummate the transactions contemplated hereby (other than the approval and adoption of the Merger and this Agreement by holders of the Shares to which the Company is a party contemplated herebyextent required by the Company's certificate of incorporation and by applicable law).

Corporate Authorization. (aAssuming that the representations and warranties of Parent and Merger Sub contained in Section 5.5(c) The are true and correct, the Company has all necessary corporate power and authority to execute enter into this Agreement and, subject to the receipt of the Requisite Company Vote if the adoption of this Agreement by the Company’s shareholders is required by Law in order to consummate the Merger, to consummate the transactions contemplated by this Agreement. The Company Board at a meeting duly called and deliver held has unanimously (a) determined that this Agreement and the 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 the terms of this Agreement, to perform its obligations hereunder 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 required by Laws in order to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby by this Agreement have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) Company. This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyEnforceability Exceptions.

Corporate Authorization. (a) The Company has all necessary 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 and to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)hereunder. The execution, delivery and performance by the Company Seller of this Agreement Agreement, with respect to Section 5.8 and the consummation by the Company of the transactions to which it is a party contemplated hereby Article VIII, have been duly and validly authorized and approved by the Company Boardno additional corporate, and no other corporate action on the part of the Company shareholder or similar authorization or consent is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 required in the best interests of the Company to enter into this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved connection with the execution, delivery and performance by Seller of this Agreement. (b) Without limiting Section 3.3(a), subject to the Company entry of the [Confirmation]Transaction Order and its effectiveness at the Closing, (i) Seller has full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, and to perform its obligations hereunder and thereunder and (ii) the execution, delivery and performance by Seller of this Agreement and each of the transactions contemplated herebyAncillary Agreements to which it is a party have been duly and validly authorized and no additional corporate, including shareholder or similar authorization or consent is required in connection with the Mergerexecution, upon the terms delivery and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval performance by Seller of this Agreement and or any of the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders MeetingAncillary Agreements to which it is a party. (c) This Agreement Each Affiliate of Seller has been duly executed or prior to the Closing will have, subject to the entry of the [Confirmation]Transaction Order and delivered by its effectiveness at the Company andClosing, assuming due full corporate, partnership or similar power and authority ofto 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 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 due execution no additional corporate authorization or consent is or will be required in connection with the execution, delivery and delivery byperformance by any Affiliate of Seller of the Ancillary Agreements or Closing documents to which such Affiliate is (or will be) a party or signatory. (d) At a meeting duly called and held, the other parties, constitutes a valid Board and binding obligation the board of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization directors (or similar Laws affecting governing body) of each Asset Transferring Subsidiary has by the rights of creditors generally requisite vote: (i) determined that this Agreement and the availability Transaction are in the best interests of equitable remedies Seller, such Asset Transferring Subsidiaries and their respective stakeholders, (regardless of whether such enforceability is considered in a proceeding in equity or at lawii) (together, the “Bankruptcy approved and Equity Exception”). The approval of adopted this Agreement by and (iii) resolved to cause each Asset Transferring Subsidiary to perform its obligations under the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions Ancillary Agreements to which the Company it is (or will be) a party contemplated herebyparty.

Corporate Authorization. (a) The Company Transatlantic has all necessary corporate 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 subject, in the case of the Merger, subject to obtaining the Transatlantic Requisite Company Stockholder Vote as contemplated by Section 6.2(a)Vote. The execution, delivery and performance by the Company Transatlantic of this Agreement and the consummation by the Company Transatlantic of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Transatlantic Board. The Transatlantic Board has, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated herebyby resolutions duly adopted, except unanimously determined that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated herebyhereby are in the best interests of Transatlantic and its stockholders, including 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, (ii) approved the execution, delivery and performance by the Company Transatlantic of this Agreement and the consummation of the transactions to which it is a party contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) has resolved, subject to Section 6.35.5, to recommend approval of this Agreement and each of the transactions contemplated hereby, including matters constituting the Merger, Transatlantic Requisite Stockholder Vote by the holders stockholders of Company Common Shares Transatlantic (such recommendation, the “Company Transatlantic Board Recommendation”) and that approval of this Agreement such matters and the transactions contemplated hereby, including the Merger, recommendation be submitted for consideration at a duly held meeting of the Company stockholders of Transatlantic for a vote for such purposes (the “Transatlantic Stockholders Meeting”). Except solely in the case of the Merger, for the adoption of this Agreement by the affirmative vote of the holders of a majority of the shares of Transatlantic Common Stock (the “Transatlantic Requisite Stockholder Vote”), no other corporate proceedings on the part of Transatlantic or any other vote by the holders of any class or series of capital stock of Transatlantic are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (except for the filing of the Certificate of Merger as required by applicable Law). (cb) This Agreement has been duly executed and delivered by the Company Transatlantic and, assuming due power and authority of, and due execution and delivery by, the other partiesparties hereto, constitutes a valid and binding obligation of the CompanyTransatlantic, enforceable against the Company Transatlantic 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the Company’s corporate powers and, have been duly and validly authorized and approved by all necessary corporate action on the part of the Company Boardexcept for obtaining the Company Stockholder Approval (as defined below) and the filing of the Certificate of Merger with the Secretary of the State of Delaware, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement or to consummate and the consummation by the Company of the transactions to which it is a party contemplated hereby, except that . The adoption of this Agreement by a majority of the outstanding shares of Company Stock at a meeting of the stockholders of the Company or by written consent of stockholders in lieu of a meeting is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger is subject to approval of this (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Requisite Company Stockholder Vote, and to the filing with, constitutes a valid and acceptance for record by, the SDAT legally binding agreement of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLCompany. (b) The Company Board, at At a meeting or meetings duly called and held and at which held, the Board has (A) amended Section 2.07 of its bylaws to permit action to be taken by written consent of its stockholders without a quorum of directors was presentmeeting, has unanimously (B) (i) approved unanimously determined that this Agreement, the Merger and declared it advisable the other transactions contemplated hereby are fair to and in the best interests of the Company to enter into Company’s stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement Agreement, the Merger and the other transactions contemplated hereby, including the Merger, (iii) unanimously resolved to recommend approval and adoption of this Agreement by its stockholders upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of in this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby(iv) unanimously approved, including the Mergerunder Article 7, be submitted for consideration at the Company Stockholders Meeting. (cSection 7(c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights ’s certificate of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (togetherincorporation, the “Bankruptcy approval and Equity Exception”). The approval adoption of this Agreement by the Requisite Company’s stockholders by the written consent of such stockholders without a meeting and (C) taken any and all actions necessary in order to cause the Company Stockholder Vote is the only vote to comply with Section 4.28 (Antitakeover Statutes) hereof in respect of the holders of any class or series of capital stock transactions contemplated hereby. As of the Company necessary to approve date hereof, the Board has not rescinded or modified any of the foregoing actions and will not do so except in accordance with Section 6.03 of this Agreement or approve the transactions to which the Company is a party contemplated herebyAgreement.

Corporate Authorization. (a) The Company has all necessary requisite corporate 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 subjectMerger, except for, in the case of consummation of the Merger, to obtaining the affirmative vote of holders of a majority of the outstanding shares of the Company’s common stock in favor of the adoption of this Agreement (the “Requisite Company Stockholder Vote”). The Requisite Company Vote as contemplated by Section 6.2(a)is the only vote of the 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 consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate Company, subject, in the transactions to which it is a party contemplated hereby, except that case of consummation of the Merger is subject Merger, to approval the receipt of this Agreement by the Requisite Company Stockholder Vote. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and to the filing withdelivery by each of Parent and Merger Sub, this Agreement constitutes a valid and acceptance for record by, the SDAT binding obligation of the Articles Company enforceable against the Company 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 Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLequity). (b) The Company Board, at At a meeting duly called and held and at which a quorum held, the board of directors was present, of the Company (the “Board of Directors”) has unanimously (i) approved and declared it advisable and in the best interests of the Company to enter into determined that this Agreement and the transactions contemplated hereby, including the Merger, upon are fair to and in the terms best interests of the Company and subject to the conditions set forth hereinCompany Stockholders, (ii) approved the executionapproved, delivery adopted and performance by the Company of declared advisable this Agreement and the transactions contemplated hereby, including the Merger, upon in accordance with the terms and subject to requirements of the conditions set forth herein DGCL and (iii) resolved, subject to Section 6.36.03(f), to submit this Agreement to a vote of the Company Stockholders and recommend approval adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares Stockholders (such recommendation, the “Company Board Recommendation”) and that approval ). As of the date of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery byAgreement, the other partiesforegoing determinations and resolutions have not been rescinded, constitutes a valid and binding obligation of the Company, enforceable against the Company modified or withdrawn 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyway.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and and, assuming the accuracy of the representation in the last sentence of Section 5.10, performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the Company’s corporate powers and, except for the required approval of the Company’s shareholders in connection with the consummation of the Merger and assuming the accuracy of the representation in the last sentence of Section 5.10, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. Assuming the accuracy of the representation in the last sentence of Section 5.10, the approval of a majority of the votes cast by all holders of the issued and outstanding shares of Company Stock entitled to vote on thereon, voting together as a single class (with the holder of each share of Preferred Stock having the right to one vote for each share of Company Common Stock into which such share of Preferred Stock could then be converted, not taking into account the conversion of any accrued and unpaid dividends on the Preferred Stock), is the only vote of the holders of any Company Stock necessary to authorize this Agreement or to consummate in connection with the transactions to which it is a party contemplated hereby, except that consummation of the Merger is (the “Company Shareholder Approval”). Assuming due authorization, execution and delivery by P▇▇▇▇▇, H▇▇▇▇▇, Holdco II and Merger Subsidiary, and the accuracy of the representation in the last sentence of Section 5.10, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to approval applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLequity). (b) The Company Board, at At a meeting duly called and held prior to the execution and at which a quorum delivery of directors was presentthis Agreement, the Company Board has unanimously (i) approved and declared it advisable and in the best interests of the Company to enter into determined that this Agreement and the transactions contemplated hereby, including the Merger, upon are in the terms and subject to best interests of the conditions set forth hereinCompany, (ii) approved the executionapproved, delivery adopted and performance by the Company of declared advisable this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend recommended the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares Company’s shareholders (such recommendationrecommendation in the preceding clause (iii), the “Company Board Recommendation”) and (iv) directed that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the Company’s shareholders for consideration their vote to adopt this Agreement at the Company Stockholders Meeting. (c) This Agreement has been a duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation convened meeting of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby’s shareholders.

Corporate Authorization. (a) The Company has all necessary the requisite corporate power and authority to execute enter into and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)under this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation completion by the Company of the transactions to which it is a party contemplated hereby have been duly are within the Company's corporate powers and, except for the Required Approval, the Interim Order and validly authorized and approved by the Company BoardFinal Order, and no other proceeding, authorization or corporate action not previously taken on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of execution and delivery by the Merger is subject to approval Company of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record byAgreement, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement its covenants and obligations hereunder and the consummation of the Arrangement and the other transactions contemplated hereby. The Required Approval is the only vote of the holders of any of the Company's capital stock required by Applicable Law or under the Constating Documents of the Company or any of its Subsidiaries necessary to complete the transactions contemplated hereby, hereby (including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of this Agreement). The Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company this Agreement, and, assuming due power and authority ofauthorization, and due execution and delivery byby the Parent and the Purchaser, the other parties, this Agreement constitutes a valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other Applicable Laws of general applicability relating to or affecting creditors' rights, reorganization or similar Laws affecting the rights of creditors generally and by principles governing the availability of equitable remedies (regardless of remedies, whether such enforceability is considered in a proceeding at law or in equity or at law) (togethercollectively, the “Bankruptcy "Enforceability Exceptions")). (b) At a meeting duly called and Equity Exception”). The approval held, the Board of this Agreement by Directors has unanimously (i) determined that the Requisite Company Stockholder Vote Arrangement is in the only vote of the holders of any class or series of capital stock best interest of the Company necessary and that the Consideration to approve be received by the Company Shareholders pursuant to this Agreement or approve is fair, from a financial point of view, to the Company Shareholders, (ii) approved the transactions contemplated by this Agreement and unanimously determined to which recommend approval of the Arrangement to the Company is a party contemplated herebyShareholders and (iii) resolved to recommend that the Company Shareholders vote in favor of the Arrangement Resolution in accordance with Applicable Law (such recommendation, the "Company Recommendation").

Corporate Authorization. (a) The Company has all necessary corporate power powers and authority to execute and deliver this AgreementAgreement and all other agreements and documents contemplated hereby to which it is a party and, subject to the approval of the Company’s stockholders in connection with the consummation of the Merger (if required by Applicable Law), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and all other agreements and documents contemplated hereby to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby hereby, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is and no other corporate proceedings on the part of the Company or any of its Subsidiaries and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to which it is a party contemplated hereby, except that the consummation of the Merger is subject to (if required by Applicable Law), the approval of this Agreement by the Requisite Company Stockholder Vote, and to Company’s stockholders in connection with the filing with, and acceptance for record by, the SDAT consummation of the Articles of Merger and the effectiveness filing of the Certificate of Merger. Such affirmative vote of the holders of a majority of the outstanding Shares (if required by Applicable Law) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board RecommendationStockholder Approval”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) ). This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization moratorium or similar Laws other laws affecting the creditors’ rights of creditors generally and the availability general principles of equitable remedies equity). (regardless of whether such enforceability is considered in b) At a proceeding in equity or at law) (togethermeeting duly called and held, the “Bankruptcy and Equity Exception”). The approval Board of Directors has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Requisite Company Stockholder Vote is Offer and the only vote of Merger, are fair to, and in the holders of any class or series of capital stock of best interests of, the Company necessary to approve and its stockholders, (ii) approved and declared advisable this Agreement or and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law and (iii) recommended that the Company’s stockholders accept the Offer, tender their Shares to Merger Subsidiary in the Offer, and, to the extent applicable, adopt this Agreement and approve the transactions Merger (subject to which the Company is a party contemplated herebySection 7.04(b)).

Corporate Authorization. (a) The Company has all necessary requisite corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)hereby. The execution, execution and delivery and performance by the Company of this Agreement by the Company, the performance of its obligations hereunder and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by all necessary corporate action on the Company Board, and no part of the Company. No other corporate action proceeding on the part of the Company is necessary to authorize the execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder or to consummate the consummation by the Company of the transactions to which it is a party contemplated hereby, except that consummation except, in the case of the Merger is subject (to the extent required by the DGCL and the certificate of incorporation and bylaws of the Company), for the approval of the Merger and the adoption of this Agreement by the Requisite holders of a majority of the issued and outstanding shares of Company Stock (the “Company Stockholder VoteApproval”). This Agreement, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership or other similar Laws relating to the filing with, or affecting creditors’ rights generally and acceptance for record byby general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (collectively, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL“Enforceability Exceptions”). (b) The Company Board, by resolutions duly adopted at a meeting duly called and held and at which a quorum of directors was presentmeeting, has unanimously (i) approved determined that the terms of this Agreement and declared the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it advisable and is in the best interests of the Company and its stockholders and declared it advisable for the Company to enter into this Agreement Agreement, (iii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated herebyby this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth contained herein and (iiiiv) resolved, subject resolved to Section 6.3, to recommend approval of this Agreement and make the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation . None of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock foregoing resolutions of the Company necessary to approve this Agreement Board has been amended, rescinded or approve modified as of the transactions to which the Company is a party contemplated herebydate hereof.

Corporate Authorization. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate Assuming the transactions to which it is a party contemplated hereby subject, in the case accuracy of the Mergerrepresentations in Section 5.10, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated herebyAncillary Agreements to which it is a party, including and the Mergerconsummation by the Company of the Transactions, upon are within the corporate powers of the Company and, except for the Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. Assuming the accuracy of the representations in Section 5.10, the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote approving and adopting this Agreement is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company, and each of the Ancillary Agreements to which the Company is a party, has been (or will be) duly executed and delivered by the Company 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 the Company enforceable against the Company in accordance with its terms and (subject to the conditions set forth herein applicable bankruptcy, insolvency, reorganization, moratorium and (iii) resolvedsimilar Laws affecting creditors’ rights and remedies generally, subject and subject, as to Section 6.3enforceability, to recommend approval general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Directors of the Company unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, Transactions (including the Merger) are fair to and in the best interests of the Company and its stockholders; (ii) approving, adopting and declaring advisable this Agreement and the Transactions (including the Merger); (iii) directing that the approval and adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders; and (iv) recommending approval and adoption of this Agreement (including the Merger) by the holders of Company Common Shares Company’s stockholders (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered ). Except as permitted by the Company and, assuming due power and authority of, and due execution and delivery bySection 6.3, the other parties, constitutes a valid and binding obligation Board of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock Directors of the Company necessary to approve this Agreement has not subsequently rescinded, modified or approve withdrawn any of the transactions to which the Company is a party contemplated herebyforegoing resolutions.

Corporate Authorization. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)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 to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation Company. No vote of the Merger holders of outstanding shares of Company Common Stock is subject required to approval of this Agreement by the Requisite Company Stockholder Vote, approve and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 adopt this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) . This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or moratorium and other similar Laws Applicable Law affecting the creditors’ rights of creditors generally and by general principles of equity. (b) At a meeting duly called and held, prior to the availability execution of equitable remedies (regardless this Agreement, at which all directors of whether such enforceability is considered the Company were present and voting in a proceeding in equity or at law) (togetherfavor, the “Bankruptcy Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and Equity Exception”). 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 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 board resolutions have not been rescinded, modified or withdrawn in any way. (c) The approval of Company Board has properly elected to 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 consummation of the Merger and the other transactions contemplated by this Agreement or (ii) prohibits the Requisite Company Stockholder Vote is and Parent from completing the Merger 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 voting power of the shares of Company Common Stock outstanding would be the only vote of the holders of any class or series of capital stock of the Company Common Stock necessary to approve adopt this Agreement or and approve the other transactions contemplated hereby under Delaware Law, the Company’s certificate of incorporation and bylaws. Immediately prior to which the Company’s execution of this Agreement, the shares of Company is Common Stock are listed on a party contemplated herebynational securities exchange.

Corporate Authorization. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to perform its obligations hereunder and the Stockholder Approval, to consummate the Merger and the other transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)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 to which it is a party contemplated hereby hereby, except for obtaining the Stockholder Approval, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company is necessary Common Stock voting to authorize approve and adopt this Agreement or to consummate and the transactions to which it Merger (the “Stockholder Approval”) is a party contemplated hereby, except that the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the other transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or moratorium and other similar Laws Applicable Law affecting the creditors’ rights of creditors generally and by general principles of equity. (b) At a meeting duly called and held, prior to the availability execution of equitable remedies (regardless this Agreement, at which all but one directors of whether such enforceability is considered the Company were present and with all directors present voting unanimously in a proceeding in equity or at law) (togetherfavor, the “Bankruptcy Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and Equity Exception”). The approval the other transactions contemplated hereby are 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 Delaware Law will not apply with respect to or as a result of the Merger, this Agreement, the Voting Agreements and the transactions contemplated hereby and thereby, (iv) directing that the adoption of this Agreement by Agreement, the Requisite Company Stockholder Vote is Merger and the only other transactions contemplated hereby be submitted to a vote of the holders of any class or series of capital stock stockholders of the Company necessary to approve this Agreement or approve at the transactions to which Stockholder Meeting, and (v) making the Company is a party contemplated herebyBoard Recommendation.

Corporate Authorization. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and all other agreements and documents contemplated hereby to which it is a party and, subject to obtaining the Company Stockholder Approval, to perform its obligations hereunder and to consummate the transactions to which contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it is a party contemplated hereby subject, in the case of the Mergertransactions contemplated hereby, to have been duly authorized by the Company Board. Except for (i) obtaining the Requisite affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock that are entitled to vote thereon in favor of the adoption of this Agreement (the "Company Stockholder Vote as contemplated by Section 6.2(a). The Approval") and (ii) 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 the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) . This Agreement has been duly executed and delivered by the Company and, assuming due power and authority ofauthorization, and due execution and delivery by, of this Agreement by the other partiesparties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors' rights of creditors generally and the availability (B) is subject to general principles of equitable remedies (regardless of equity, whether such enforceability is considered in a proceeding at Law or in equity or at law(clauses (A) and (B) together, the “"Bankruptcy and Equity Exception”"). The approval . (b) At a meeting duly called and held, the Company Board, by resolutions of the directors present and voting at such meeting (which resolutions have not as of the date of this Agreement by been subsequently rescinded, modified or withdrawn), has (i) determined that the Requisite Company Stockholder Vote is the only vote terms of the holders of any class or series of capital stock Merger and the other transactions contemplated hereby are advisable, fair to and in the best interests of the Company necessary to approve and its stockholders, (ii) approved and declared advisable this Agreement or approve and the transactions to which the Company is a party contemplated hereby, (iii) resolved, subject to Section 5.4(d) and Section 5.4(e), to recommend that the Company's stockholders adopt this Agreement (the "Company Recommendation") and (iv) directed that this Agreement be submitted to the Company's stockholders for adoption.

Corporate Authorization. (ai) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to perform its obligations hereunder and the Stockholder Approval, to consummate the Merger and the other transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)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 to which it is a party contemplated hereby hereby, except for obtaining the Stockholder Approval, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company is necessary Common Stock voting to authorize approve and adopt this Agreement or to consummate and the transactions to which it Merger (the “Stockholder Approval”) is a party contemplated hereby, except that the only vote of the holders of any of the Company’s capital stock required in connection with the consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the other transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or moratorium and other similar Laws Applicable Law affecting the creditors’ rights of creditors generally and by general principles of equity. (ii) At a meeting duly called and held, prior to the availability execution of equitable remedies (regardless this Agreement, at which all directors of whether such enforceability is considered the Company were present and voting in a proceeding in equity or at law) (togetherfavor, the “Bankruptcy Company Board duly adopted resolutions (A) declaring that this Agreement, the Merger and Equity Exception”). The approval the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (B) approving this Agreement, the Merger and the other transactions contemplated hereby, (C) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Sections 78.438 and 78.439 of the NRS will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby and thereby, (D) directing that the adoption of this Agreement, the Merger and the other transactions contemplated hereby be submitted to a vote of the stockholders of the Company pursuant to the Stockholder Consent, and (E) subject to Section 4.02, recommending the adoption of this Agreement by the Requisite Company Stockholder Vote is the only vote of to the holders of any class or series of capital stock of Company Common Stock (the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby“Board Recommendation”).

Corporate Authorization. (a) The Company has all necessary corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to perform its obligations hereunder and adoption of this Agreement by the Requisite Company Vote, to consummate the transactions to which it is a party contemplated hereby subject, in the case of by this Agreement. The Special Committee has adopted resolutions: (a) approving and declaring advisable the Merger, to obtaining this Agreement and the Requisite Company Stockholder Vote as transactions contemplated by Section 6.2(athis Agreement; and (b) declaring that it is in the best interests of the stockholders of the Company (other than the Principal Stockholders) that the Company enters into this Agreement and consummates the Merger on the terms and subject to the conditions set forth in this Agreement. The Board of Directors of the Company, based in part on the Special Committee Recommendation, has adopted resolutions: (i) approving and declaring advisable the Merger, this Agreement and the transactions contemplated by this Agreement; (ii) declaring that it is in the best interests of the stockholders of the Company (other than the Principal Stockholders) that the Company enters into this Agreement and consummates the Merger on the terms and subject to the conditions set forth in this Agreement; (iii) directing that adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company; and (d) recommending to the stockholders of the Company (other than the Principal Stockholders) that they adopt this Agreement (the “Company Board Recommendation”). The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby by this Agreement have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated herebyCompany, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the receipt of the Required Company Stockholder Approval, to consummate the transactions to which it is a party contemplated hereby subject, in Transactions. Assuming the case accuracy of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions representation set forth hereinin Section 5.07(c), (ii) approved the execution, delivery and performance by the Company of this Agreement have been duly and validly authorized by all necessary corporate action on the transactions contemplated herebypart of the Company Board, including subject to the receipt of the Required Company Stockholder Approval, and no other corporate proceedings on the part of the Company or any other stockholder vote (other than the Required Company Stockholder Approval) is necessary to authorize the execution and delivery of this Agreement or for the Company to consummate the Transactions (other than, with respect to the Merger, upon the terms and subject filing of the Certificate of Merger with the Delaware Secretary of State) pursuant to the conditions set forth herein and (iii) resolvedCompany’s governing documents, subject to Section 6.3, to recommend approval of this Agreement the DGCL and the transactions contemplated hereby, including rules and regulations of the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) Nasdaq. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due power and authority ofauthorization, and due execution and delivery by, by Parent and Merger Sub of this Agreement and assuming the other partiesaccuracy of the representation set forth in Section 5.07(c), constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization moratorium and similar Laws, now or similar Laws hereafter in effect, affecting the creditors’ rights of creditors and remedies generally and (ii) the availability remedies of specific performance and injunctive and other forms of equitable remedies relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (regardless of whether such enforceability is considered in a proceeding in equity or at law) (togethercollectively, the “Bankruptcy and Equity ExceptionEnforceability Exceptions”). (b) On or prior to the date of this Agreement, (i) the Company Special Committee has received from Evercore Group L.L.C. (the “Special Committee Financial Advisor”), its written opinion, subject to the assumptions, limitations, qualifications and conditions set forth therein, that the Merger Consideration to be received by Public Stockholders in the Merger is fair, from a financial point of view, to such holders, (ii) the Company Board has received from ▇.▇. The approval ▇▇▇▇▇▇ Securities LLC, its written opinion, subject to the assumptions, limitations, qualifications and conditions set forth therein, that the Merger Consideration to be received by Public Stockholders in the Merger is fair, from a financial point of view, to such holders, and (iii) the Company Board (acting on the unanimous recommendation of the Company Special Committee) has, at a meeting duly called and held in which all directors of the Company Special Committee were present, determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interest of the Company and the holders of Company Common Stock, and has duly adopted resolutions by a vote (w) determining that this Agreement and the Transactions are fair to, advisable and in the best interests of the Company and the Company’s stockholders, (x) approving this Agreement and the Transactions, (y) directing that this Agreement be submitted to the stockholders of the Company for their adoption and (z) subject to Section 6.02, recommending adoption of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock stockholders of the Company necessary (such recommendation, the “Company Board Recommendation”), which Company Board Recommendation, subject to approve this Agreement Section 6.02, has not been subsequently withdrawn or approve the transactions modified in a manner adverse to which the Company is a party contemplated herebyParent.

Corporate Authorization. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions Merger, except for the required approval of the holders of at least a majority of the outstanding Company Shares entitled to which it vote in connection with the adoption of this Agreement in accordance with Applicable Law and the Company’s certificate of incorporation (the “Requisite Company Vote”). The Requisite Company Vote is a party contemplated hereby subject, the only vote of the holders of any of the capital stock of the Company or the capital stock of any of its Subsidiaries (including any Company Securities or Company Subsidiary Securities) necessary in the case connection with consummation of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, subject to which it is a party contemplated hereby obtaining the Requisite Company Vote at the Company Meeting, are within the Company’s corporate powers and have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company. The Company is necessary to authorize has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement or to consummate the transactions to which it is constitutes a party contemplated hereby, except that consummation valid and binding agreement of the Merger is Company enforceable against the Company in accordance with its terms (subject to approval applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and general principles of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLequity). (b) The Company Board, at At a meeting duly called and held and at which a quorum held, the board of directors was present, of the Company (the “Company Board”) has unanimously (i) approved and declared it advisable and in the best interests of the Company to enter into determined that this Agreement and the transactions contemplated hereby, including the Merger, upon are fair to and in the terms best interests of the Company and subject to the conditions set forth hereinits stockholders, (ii) approved the executionapproved, delivery adopted and performance by the Company of declared advisable this Agreement and the transactions contemplated hereby, including the Merger, upon in accordance with the terms and subject to requirements of the conditions set forth herein and DGCL, (iii) resolved, subject to Section 6.3‎Section 6.03(c), to recommend approval adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the holders stockholders of the Company Common Shares (such recommendation, the “Company Board Recommendation”) and (iv) directed that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at to the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock stockholders of the Company necessary to approve for their adoption. As of the date of this Agreement Agreement, the foregoing determinations and resolutions have not been rescinded, modified or approve the transactions to which the Company is a party contemplated herebywithdrawn in any way.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company Boardand, and except for approval of this Agreement by the vote of holders of a majority of the outstanding Company Shares (the "Company Shareholder Approval"), no other corporate action proceedings on the part of the Company is are necessary to authorize or consummate this Agreement or to consummate the other transactions to which it is a party contemplated hereby, except that consummation hereby (other than the filing and recordation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and appropriate documents with respect to the filing with, and acceptance for record by, Merger in accordance with the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLOBCA). (b) The Company BoardOn or prior to the date hereof, at a meeting duly called and held and at which a quorum the Company's Board of directors was present, Directors has unanimously (i) approved determined that this Agreement, the Voting Agreement and declared it advisable the transactions contemplated hereby and thereby, including the Merger, are fair to and in the best interests of the Company to enter into and its Shareholders, (ii) adopted resolutions approving this Agreement and the transactions contemplated herebyhereby and thereby, including the Merger, upon (iii) adopted resolutions declaring this Agreement and the Merger advisable, (iv) adopted resolutions directing that this Agreement be submitted to 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 subject (vi) adopted resolutions approving this Agreement, the Merger and the Voting Agreement, prior to the conditions set forth hereindate on which, (ii) approved to the Knowledge of the Company, any Person that is a party 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 and or performance by the Company of this Agreement and or any of the Ancillary Agreements, nor the consummation of the 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, including hereby or thereby. No provision of the Merger, upon Articles of Incorporation or the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval By- laws of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meetingor 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 any Company Subsidiary that may be acquired or controlled by Parent. (c) This Agreement has been duly and validly executed and delivered by the Company and, assuming due power that this Agreement constitutes the valid and authority of, binding obligation of Parent and due execution and delivery by, the other partiesAcquiror, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization reorganization, arrangement or similar Laws laws affecting the creditors' rights of creditors generally and the availability by general principles 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 this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.equity

Corporate Authorization. (a) The Company has all necessary full corporate (or similar entity) power and authority to execute and deliver this AgreementAgreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)and thereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company each of the transactions Ancillary Agreements to which it is a party party, and the consummation of the transactions contemplated hereby have and thereby, has been duly and validly authorized and approved by the Company Board, and no other additional corporate action on the part of (or similar entity) authorization or consent by the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLrequired in connection therewith. (b) The Company Board, at a meeting duly called and held and at which a quorum Each of directors was present, has unanimously (i) approved PaxVax Global GP Limited (the general partner of the Shareholder) (the “General Partner”), by unanimous resolution of the directors of the General Partner, and declared (ii) the Management Board (as defined in the Limited Partnership Agreement), by the unanimous resolution of the Managers (as defined in the Limited Partnership Agreement), has determined that it advisable and is in the best interests of the Shareholder for the Shareholder to consent to the consummation of the transactions contemplated hereby, including the Merger. Notwithstanding the foregoing, the approval of the General Partner is the only approval necessary, and no other vote or approval of any of the Shareholder’s partners or of the Management Board is necessary, to authorize and approve the Shareholder’s execution and delivery of the Shareholder Written Consent. (c) The sole director of the Company by written resolution of such director, has (i) determined that it is in the best interests of the Company and the Shareholder for the Company to enter into this Agreement and consummate the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. The only approval of the holders of any class or series of the Company’s capital stock necessary to authorize and approve the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, upon is the terms and subject approval of the Shareholder, which approval has been provided by the Shareholder to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, Company by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation way of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyShareholder Written Consent.

Corporate Authorization. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to perform its obligations hereunder and the Stockholder Approval, to consummate the Merger and the other transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions to which it is a party contemplated hereby by this Agreement, except for obtaining the Stockholder Approval, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate Company. Assuming the transactions to which it is a party contemplated herebydue authorization, except that consummation of the Merger is subject to approval execution and delivery of this Agreement by the Requisite Company Stockholder Vote▇▇▇▇▇▇ and Merger Sub, this Agreement constitutes a valid and to the filing with, and acceptance for record by, the SDAT binding agreement of the Articles Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent transfers, reorganization, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of Merger equity (the “Bankruptcy and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLEquity Exceptions”). (b) The Company Board, Board at a duly held meeting duly called and held and at which a quorum of directors was present, has unanimously (i) approved and declared determined that it advisable and is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth hereinAgreement, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, including the Merger, upon and (iii) on the terms and subject to the conditions condition set forth herein and in this Agreement, resolved (iii) resolved, subject to Section 6.3, 6.02) to recommend approval that the stockholders of the Company vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) ), and, as of the date hereof, the Company Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof, and directed that approval of this Agreement and the transactions contemplated hereby, including the Merger, such matter be submitted for consideration of the stockholders of the Company at the Company Stockholders Stockholder Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation The only votes or actions of holders of capital stock of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company Company, necessary to approve adopt this Agreement or approve is the transactions to which adoption of this Agreement by the holders of a majority of the voting power of the issued and outstanding shares of capital stock of the Company is entitled to vote thereon, voting as a party contemplated herebysingle class (such vote or action, collectively, the “Stockholder Approval”).

Corporate Authorization. (a) The Such Company has all necessary corporate power and authority to execute enter into and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the transactions other Transaction Documents to which it is a party contemplated hereby subject, in accordance with the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery respective terms thereof; and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the such Company of this Agreement and the transactions contemplated hereby, including other Transaction Documents to which it is a party in accordance with the Merger, respective terms thereof have been duly authorized by all necessary corporate action on the part of such Company. This Agreement constitutes and any other Transaction Document to which such Company will be a party will constitute upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendationexecution thereof, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated herebylegal, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the such Company, and, assuming the due authorization, execution and delivery by the other party thereto, is enforceable against the such Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or similar Laws affecting the rights of creditors generally moratorium and the availability relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies (regardless remedies. Upon the execution of whether such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote each of the holders other Transaction Documents at the respective Closing, each of such other agreements to which such Company and any class or series of capital stock such Company Group members is a party will constitute the legal, valid and binding obligation of the Company or such member, and will be, assuming the due authorization, execution and delivery by the other party thereto, enforceable against such Company in accordance with its respective 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. Such Company has taken all necessary to approve actions required for the purpose of enforcing this Agreement and effecting the 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 approve Article 105 of FIS Articles, as applicable and any other applicable requirements (other than such actions required to be taken following the transactions execution of this Agreement, with respect to which such Company shall take all such necessary actions by the respective Closing) and the Executing Shareholders of such Company is constitute a party contemplated hereby.sufficient majority in accordance with Section 341 of the Companies Law and Article 40 of IDIT Articles of Association or Article 105 of FIS Articles, as applicable, in order to effect a sale of all the Companies Shares such that as of the respective Closing Purchaser will acquire good and valid title, free and clear of any Liens, in and to all outstanding Companies Shares. Execution Copy

Corporate Authorization. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate Assuming the transactions to which it is a party contemplated hereby subject, in the case accuracy of the Mergerrepresentations in Section 5.27, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated herebyAncillary Agreements to which it is a party, including and the Mergerconsummation by the Company of the Transactions, upon are within the corporate powers of the Company and, except for the Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. Assuming the accuracy of the representations in Section 5.27, the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote approving and adopting this Agreement is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (collectively, the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company, and each of the Ancillary Agreements to which the Company is a party, has been (or will be) duly executed and delivered by the Company 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 the Company enforceable against the Company in accordance with its terms and (subject to the conditions set forth herein applicable bankruptcy, insolvency, reorganization, moratorium and (iii) resolvedsimilar Laws affecting creditors’ rights and remedies generally, subject and subject, as to Section 6.3enforceability, to recommend approval general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Directors of the Company unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, Transactions (including the Merger) are fair to and in the best interests of the Company’s stockholders; (ii) approving, adopting and declaring advisable this Agreement and the Transactions (including the Merger); (iii) directing that the approval and adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders; and (iv) recommending approval and adoption of this Agreement (including the Merger) by the holders of Company Common Shares Company’s stockholders (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered ). Except as permitted by the Company and, assuming due power and authority of, and due execution and delivery bySection 6.3, the other parties, constitutes a valid and binding obligation Board of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock Directors of the Company necessary to approve this Agreement has not subsequently rescinded, modified or approve withdrawn any of the transactions to which the Company is a party contemplated herebyforegoing resolutions.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the Bermuda Merger Agreement and, subject to approval and adoption of this Agreement and the Bermuda Merger Agreement by the Requisite Company Vote, to consummate the transactions contemplated herebyby 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, including the Merger, upon the terms and subject to the conditions set forth hereintherein, are in the best interests of the Company and the Company's shareholders and constitute fair value to the Company’s shareholders; (ii) approved the execution, delivery and performance by the Company of declared advisable this Agreement and the Bermuda Merger Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated herebyby this Agreement and the Bermuda Merger Agreement, including the Merger, upon the terms and subject to the conditions set forth herein and therein; (iii) resolved, subject directed that this Agreement and the Bermuda Merger Agreement be submitted to Section 6.3, a vote of the Company's shareholders for adoption at the Company Shareholder Meeting; and (iv) resolved to recommend approval 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 the Company of this Agreement and the transactions contemplated hereby, including the Merger, Bermuda Merger Agreement and (b) consummation by the holders Company of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including hereby and thereby have been duly and validly authorized by all necessary corporate action on the Merger, be submitted for consideration at part of the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by no other corporate action or corporate proceeding on the part of the Company and, assuming due power and authority of, and due are necessary to authorize the execution and delivery byof this Agreement, the other partiesBermuda Merger Agreement, constitutes a valid and binding obligation of or the Company, enforceable against the Company in accordance with its terms, Merger 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”). The approval of this Agreement by the Requisite Company Stockholder Vote. The Requisite Company Vote is the only vote or consent of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement or Agreement, the Bermuda Merger Agreement, approve the Merger, and consummate the Merger and the other transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the consummation by the Company ▇▇▇▇▇▇ and Merger Sub of the transactions to which it is a party contemplated hereby have been duly are within the corporate powers of each of Parent and validly authorized and approved by the Company Board, Merger Sub and no other corporate action not previously taken on the part of the Company each of Parent and Merger Sub is necessary to authorize the execution and delivery by the Company of this Agreement or to consummate Agreement, the transactions to which it is a party contemplated hereby, except that performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and the consummation of the Merger transactions contemplated hereby. No vote of the stockholders of Parent is subject necessary to approval authorize the execution, delivery or performance of this Agreement Agreement. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Requisite Company Stockholder VoteCompany, this Agreement constitutes a valid and to binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLEnforceability Exceptions). (b) The Company Board, at a meeting duly called and held and at which a quorum respective boards of directors was present, has of Parent and ▇▇▇▇▇▇ Sub have each unanimously (i) approved determined that this Agreement and declared it advisable and the transactions contemplated hereby are in the best interests of the Company Parent’s or Merger Sub’s shareholders, as applicable, and declared it advisable, to enter into this Agreement and consummate the transactions contemplated hereby, including the Merger, hereby upon the terms and subject to the conditions set forth herein, and (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is Company, the only vote performance by each of Parent and ▇▇▇▇▇▇ Sub their respective covenants and other obligations hereunder, and the consummation of the transactions contemplated hereby upon the terms and conditions set forth herein. No approval of the holders of any class of Parent Securities is required under Applicable Law or series of capital stock the listing rules of the Company necessary NYSE to approve enter into this Agreement or approve consummate any of the transactions to which the Company is a party contemplated hereby, including, but limited to, the issuance of Parent Securities pursuant hereto and/or in connection with the Equity Financing.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the Company’s corporate powers and, except for the required approval of the Company’s shareholders in connection with the consummation of the Merger, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company Company. The affirmative vote of the holders of two-thirds of the outstanding shares of Common Stock is the only vote of the holders of any of the Company’s capital stock necessary to authorize this Agreement or to consummate in connection with the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board RecommendationShareholder Approval”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) ). This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or other similar Laws affecting the enforcement of creditors’ rights of creditors generally and the availability of or (ii) applicable equitable remedies principles (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). (b) The Company’s Board of Directors has unanimously (togetheri) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company’s shareholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby and (iii) resolved (subject to Section 6.03(c)) to recommend approval and adoption of this Agreement and the Merger by its shareholders (such recommendation, the “Bankruptcy Company Board Recommendation”). (c) The Company has taken all action required to be taken by it in order to exempt this Agreement, the Voting Agreements and Equity Exceptionthe transactions contemplated hereby and thereby from, and this Agreement, the Voting Agreements and the transactions contemplated hereby and thereby are exempt from, the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other antitakeover Laws of the State of South Carolina, including, without limitation, Sections 35-2-101 through 35-2-111 of South Carolina law and Sections 35-2-201 through 35-2-226 of South Carolina Law (collectively, “Takeover Laws”). The approval Company has taken all action required to be taken by it in order to make this Agreement, the Voting Agreements and the transactions contemplated hereby and thereby comply with, and this Agreement, the Voting Agreements and the transactions contemplated hereby and thereby do comply with, the requirements of this Agreement by the Requisite Company Stockholder Vote is the only vote any articles, sections or provisions of its articles of incorporation and bylaws concerning “business combination”, “fair price”, “voting requirement”, “constituency requirement” or other related provisions (collectively, “Takeover Provisions”). The provisions of Article 9 of the holders articles of any class or series of capital stock incorporation of the Company necessary do not apply to approve the transactions contemplated by this Agreement. The transactions contemplated by this Agreement or approve have been approved by two-thirds of the transactions to which continuing directors then in office (as defined in Article 9 of the Company is a party contemplated herebyarticles of incorporation of the Company).

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of each of (I) this Agreement, (ii) the letter agreement dated October 29, 1998 between the Company and Dr. ▇▇▇▇ ▇▇▇▇▇▇ (the "BARBUT AGREEMENT"), (iii) the Agreement dated November 16, 1998 among the Company, Panlabs International, Inc. and MDS, Inc. (the "MDS AMENDMENT") and (iv) the Forbearance Agreement dated the date hereof among the Company, its Subsidiaries named therein and First Union National Bank (the "FORBEARANCE AGREEMENT") and the consummation by the Company of the transactions to which it is a party contemplated hereby by this Agreement, the Barbut Agreement, the MDS Amendment and the Forbearance Agreement are within the Company's corporate powers and, except for the required approval of the stockholders of the Company in connection with the consummation of the Merger, have been duly and validly authorized and approved by all necessary corporate action. The affirmative vote of a majority of the shares of Company Stock outstanding as of the record date for the Company Board, and no other corporate action on Stockholder Meeting (the part "REQUIRED STOCKHOLDER VOTE") is the only vote of any class or series of the Company is Company's capital stock necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, approve and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 adopt this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms. (b) The Board of Directors of the Company, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated by this Agreement (including the Merger) are fair to and in the best interests of the stockholders of the Company, (ii) approved this Agreement and the transactions contemplated by this Agreement (including the Merger), and (iii) resolved to recommend adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company, subject to bankruptcythe terms hereof. (c) Each of the persons identified in Section 3.02(c) of the Company Disclosure Schedule has (i) entered into a Support/Voting Agreement in the form attached hereto as Exhibit A (each a "SUPPORT/VOTING AGREEMENT"), insolvencywhereby each such individual has agreed, fraudulent transferamong other things, moratorium, reorganization or similar Laws affecting the rights to vote all shares of creditors generally and the availability Company Stock beneficially owned by them in favor 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 adoption of this Agreement and (ii) a written undertaking in the form attached hereto as Exhibit B (each an "AFFILIATE LETTER"), whereby each such individual has agreed, among other things, to comply with the requirements of Rule 145 under the 1933 Act with respect to public sales of Buyer Common Stock received by them in the Requisite Company Stockholder Vote is Merger. The persons identified in Section 3.02(c) are the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to persons which the Company is a party contemplated herebybelieves may be Affiliates of the Company.

Corporate Authorization. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions to which it is a party contemplated hereby subject, in the case and to perform each of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company. Except for the approval, at a meeting of Company Boardstockholders called for such purpose, and of this Agreement by the affirmative vote of the holders (present at such meeting in person or by proxy) of a majority of the shares of Company Common Stock outstanding (the “Requisite Stockholder Vote”), no other corporate action proceedings on the part of the Company is are necessary to authorize approve this Agreement or to consummate the Merger or the other transactions to which it is a party contemplated hereby, except that consummation . The Board of Directors of the Merger is subject to approval of this Agreement by Company, acting upon the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT unanimous recommendation of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (b) The Company BoardSpecial Committee, at a duly held meeting duly called and held and at which a quorum of directors was present, has unanimously (i) approved determined that the Merger and declared it this Agreement are advisable and fair to and in the best interests of the Company to enter into and its stockholders, (ii) approved the Merger, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (iiiii) approved the execution, delivery and performance by of the Voting Agreement, dated as of the Execution Date, among the Company of (to the extent provided therein), Parent, DLB, ST and the other parties thereto (the “Voting Agreement”), and (iv) resolved to recommend that the Company stockholders approve this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (directed that such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, matter be submitted for consideration of the stockholders of the Company at the Company Stockholders Stockholder Meeting. (cb) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due power and authority of, and due valid execution and delivery by, the other partiesof this Agreement by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights of creditors generally and the availability of general 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 this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyprinciples.

Corporate Authorization. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a)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 to which it is a party contemplated hereby have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation Company. No vote of the Merger holders of outstanding shares of Company Common Stock is subject required to approval of this Agreement by the Requisite Company Stockholder Vote, approve and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 adopt this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) . This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or moratorium and other similar Laws Applicable Law affecting the creditors’ rights of creditors generally and by general principles of equity. (b) At a meeting duly called and held, prior to the availability execution of equitable remedies (regardless this Agreement, at which all directors of whether such enforceability is considered the Company were present and voting in a proceeding in equity or at law) (togetherfavor, the “Bankruptcy Company Board (upon the unanimous recommendation of the Transactions Committee) duly adopted resolutions (i) declaring that this Agreement, the Merger and Equity Exception”). 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 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 board resolutions have not been rescinded, modified or withdrawn in any way. (c) The approval of Company Board has properly elected to 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 consummation of the Merger and the other transactions contemplated by this Agreement or (ii) prohibits the Requisite Company Stockholder Vote is and Parent from completing the Merger 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 voting power of the shares of Company Common Stock outstanding would be the only vote of the holders of any class or series of capital stock of the Company Common Stock necessary to approve adopt this Agreement or and approve the other transactions contemplated hereby under Delaware Law, the Company’s certificate of incorporation and bylaws. Immediately prior to which the Company’s execution of this Agreement, the shares of Company is Common Stock are listed on a party contemplated herebynational securities exchange or are held of record by more than 2,000 holders.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the Company’s corporate powers and, except for any approval required as a result of an inaccuracy of the representations of Parent and Merger Subsidiary set forth in Section 5.07 and for the Company Stockholder Approval (as defined below), have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation Company. The affirmative vote of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common a majority of the outstanding Shares (such recommendation, the “Company Board RecommendationStockholder Approval”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation of the Company, enforceable against the Company 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”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve adopt this Agreement or approve or consummate the transactions to which contemplated hereby (including the Merger), except for any approval required as a result of an inaccuracy of the representations of Parent and Merger Subsidiary set forth in Section 5.07. The Company has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by each of Parent and Merger Subsidiary, this Agreement constitutes a valid and binding obligation of the Company is enforceable against the Company 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 party meeting duly called and held, the Board of Directors has (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 its stockholders, (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the requirements of the Delaware Law, and (iii) resolved, subject to Section 6.04(b), to recommend the approval and adoption of this Agreement and the Merger by the stockholders of the Company (such recommendation, the “Company Board Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the Company’s corporate powers and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation Company. The affirmative vote of the Merger is subject to approval holders of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT a majority of the Articles outstanding shares of Merger and Company Stock is the effectiveness only vote of the Merger pursuant to the Articles holders of Merger and the MGCL. (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 any of the Company to enter into this Agreement Company’s capital stock necessary in connection with the adoption, approval and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company authorization of this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of by this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board RecommendationStockholder Approval”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) ). This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due execution and delivery by, the other parties, constitutes a valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or similar moratorium and other Applicable Laws affecting the creditors’ rights of creditors generally and the availability general principles of equitable remedies equity). (regardless of whether such enforceability is considered in b) At a proceeding in equity or at law) (togethermeeting duly called and held, the “Bankruptcy Company’s Board of Directors has (i) determined that this Agreement and Equity Exception”the transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, (iii) duly and validly approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Merger upon the terms and subject to the conditions contained herein, (iv) directed that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders and (v) resolved, subject to the pendency of any Adverse Recommendation Change made in accordance with Section 6.03(a). The , to recommend approval and adoption of this Agreement by its stockholders (such recommendation, the Requisite “Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyBoard Recommendation”).

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions to which it is a party contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action, except for the required approval of the holders of the Company’s capital stock in connection with the consummation of the Merger. This Agreement and validly the Merger have been duly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize in accordance with the NRS. The execution, delivery and performance by Merger Sub of this Agreement or to consummate and the transactions to which it is a party contemplated hereby, except that consummation of the transactions contemplated hereby are within Merger is subject to Sub’s corporate powers and have been duly authorized by all necessary corporate action, except for the required approval of this Agreement by the Requisite Company Stockholder Vote, and to holders of Merger Sub’s capital stock in connection with the filing with, and acceptance for record by, the SDAT consummation of the Articles Merger. This Agreement and the Merger have been duly authorized by all necessary corporate action of Merger and Sub in accordance with the effectiveness of the Merger pursuant to the Articles of Merger and the MGCLNRS. (b) The Company BoardMerger Sub’s Board of Directors, at a meeting duly called and held and at which a quorum of directors was presentheld, has unanimously (i) approved and declared it advisable and in the best interests of the Company to enter into determined that this Agreement and the transactions contemplated hereby, hereby (including the Merger) are fair to, upon and in the terms best interests of, its shareholders, and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of adopted this Agreement and the transactions contemplated hereby, hereby (including the Merger), upon which approval satisfies in full any applicable requirements of the terms NRS. Merger Sub’s Board of Directors, at a meeting duly called and subject to the conditions set forth herein and held, has unanimously (iiii) resolved, subject to Section 6.3, to recommend approval of determined that this Agreement and the transactions contemplated hereby, hereby (including the Merger) are fair to, by and in the holders of Company Common Shares best interests of, its shareholders, and (such recommendation, the “Company Board Recommendation”ii) approved and that approval of adopted this Agreement and the transactions contemplated hereby, hereby (including the Merger), be submitted for consideration at which approval satisfies in full any applicable requirements of the Company Stockholders MeetingNRS. (c) This Agreement has been duly executed and delivered by the Company and, assuming due power and authority ofCompany. This Agreement constitutes, and due execution the Transaction Documents to be executed and delivery bydelivered by the Company will constitute, the other partieslegal, constitutes a valid and binding obligation obligations of the Company, enforceable against the Company Company, as applicable, in accordance with its their respective terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or similar Laws other laws affecting the rights enforcement of creditors rights generally or by general equitable principles. This Agreement has been duly executed and delivered by Merger Sub. This Agreement constitutes, and the availability Transaction Documents to be executed and delivered by Merger Sub will constitute, legal, valid and binding obligations of Merger Sub, enforceable against Merger Sub, as applicable, in accordance with their respective terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general 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 this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyprinciples.

Corporate Authorization. (a) The Company has all necessary corporate 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 subject, in the case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by Section 6.2(a). The execution, delivery and performance by the Company Purchaser of this Agreement and the consummation by the Company of the transactions Additional Agreements (to which it is a party party) and the consummation by the Purchaser of the transactions contemplated hereby have and thereby are within the corporate powers of the Purchaser. This Agreement and each of the Additional Agreements has been duly and validly authorized and approved by the Company Board, and no other all necessary corporate action on the part of the Company is necessary to authorize this Agreement or to consummate Purchaser other than the transactions to which it is a party contemplated hereby, except that consummation approval of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and to the filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (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 and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Purchaser Common Shares (such recommendation, the “Company Board Recommendation”) and that approval of this Agreement and the transactions contemplated hereby, including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) Stockholders. This Agreement has been duly executed and delivered by the Company Purchaser and, assuming the due power authorization, execution and authority ofdeliver by the Seller, it constitutes, and due upon its execution and delivery bydelivery, the other partiesAdditional Agreements (to which it is a party) will constitute, constitutes a valid and legally binding obligation agreement of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its their respective terms, subject to bankruptcythe Enforceability Limitations. (b) The Purchaser Board (including any required committee or subgroup thereof) has, insolvencyas of the Agreement Date, fraudulent transferunanimously (i) approved the transactions contemplated by this Agreement and the Additional Agreements and the transactions contemplated hereby and thereby, moratoriumincluding but not limited to the Proxy Statement and the filing thereof with the SEC, reorganization and such approval is sufficient so that no state antitakeover statute or similar Laws affecting statute or regulation applicable to the rights Purchaser, including the restrictions on business combinations set forth in Section 203 of creditors generally the DGCL or any other “control share acquisition,” “fair price,” “moratorium” or other takeover laws or regulations is applicable to any of the transactions contemplated hereby or thereby, (ii) determined that this Agreement and the availability of equitable remedies (regardless of whether such enforceability is considered Additional Agreements and the transactions contemplated hereby and thereby are in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”). The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote best interests of the holders of any class or series of capital stock Purchaser and its stockholders, (iii) determined that the transactions contemplated hereby constitutes a “Business Combination” as such term is defined in the Existing Charter and (iv) approved the calling of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated herebyPurchaser Stockholder Meeting.