Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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contemplated hereby and thereby, and (iv) making the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way.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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite Seller has, with respect to Section 5.10 and Article VIII, full corporate power and authority to enter into execute and deliver this Agreement Agreement, and to consummate the Merger and the other transactions contemplated herebyperform its obligations hereunder. The execution, delivery and performance by Seller of this Agreement, with respect to Section 5.10 and Article VIII, have been duly and validly authorized and no additional corporate, shareholder or similar authorization or consent is required in connection with the Company execution, delivery and performance by Seller of this Agreement. (b) Without limiting Section 3.3(a), subject to the entry of the Confirmation 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 the consummation by the Company each of the Merger and the other transactions contemplated hereby Ancillary Agreements to which it is a party have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreementadditional corporate, the Offer shareholder or the Merger similar authorization or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if consent is required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation execution, delivery and performance by Seller of this Agreement or any of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes Ancillary Agreements to which it is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityparty. (bc) Each Affiliate of Seller has or prior to the Closing will have, subject to the entry of the Confirmation Order and its effectiveness at the Closing, full corporate, partnership or similar power and authority to execute and deliver each Ancillary Agreement or Closing document to which it is (or will be) a party and to perform its obligations thereunder. Subject to the entry of the Confirmation Order, the execution, delivery and performance by each Affiliate of Seller of each Ancillary Agreement or Closing document to which it is (or will be) a party has been or prior to the Closing will have been duly and validly authorized, and no additional corporate authorization or consent is or will be required in connection with the execution, delivery and performance by any Affiliate of Seller of the 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, prior to the execution Board and the board of this Agreement, at which all directors (or similar governing body) of each Asset Transferring Subsidiary (other than the Company were present and voting in favor, Tele-Media Entities (without limiting Section 5.6(h))) has by the Company Board duly adopted resolutions requisite vote (i) declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby Transaction are fair to, advisable and in the best interests of the Company’s stockholdersSeller, such Asset Transferring Subsidiaries and their respective stakeholders, (ii) approving approved and adopted this Agreement, the Merger Agreement and the other transactions contemplated hereby, (iii) taking all actions necessary so that resolved to cause each Asset Transferring Subsidiary to perform its obligations under the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act Ancillary Agreements to which it is (or will not apply with respect to or as be) a result of 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 wayparty. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company Each of the Parent Parties has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated herebyhereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution, execution and delivery and performance by each of the Company Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company each of the Merger and Parent Parties of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and no such Parent Party. No other corporate proceedings on the part of the Company such Parent Party are necessary to authorize this Agreement, the Offer Agreement or the Merger Additional Agreements to which it is a party or to consummate the other transactions contemplated herebyby this Agreement (other than, subject, with respect to in the case of the Merger, to the receipt of the Company Parent Stockholder Approval if required Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by Applicable Lawsuch Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The Company Stockholder Approval (if required approval of the Merger and this Agreement by the MGCL) affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder . The affirmative vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result written consent of 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) Assuming accuracy sole stockholder of the representations and warranties of Parent in Section 6.07, no party to this Agreement Merger Sub is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a only vote of the stockholders holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the Company to approve the Offerother transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent, Bidco and each Merger Sub of this Agreement and the consummation by the Company Parent, Bidco and each Merger Sub of the transactions contemplated by this Agreement are within the corporate powers and authority of Parent, Bidco and each Merger Sub and, except for the Parent Shareholder Approval and the other transactions contemplated hereby adoption of this Agreement by the sole stockholders of Bidco and Merger Sub I and the approval of this Agreement by the sole member of Merger Sub II, have been duly authorized by all necessary corporate action on the part of the CompanyParent, Bidco and no other corporate proceedings on the part each Merger Sub. The affirmative vote of at least a majority of the Company are necessary to authorize this Agreement, votes cast by the Offer or holders of outstanding Parent Ordinary Shares at a duly convened and held meeting of Parent’s shareholders at which a quorum is present approving the Merger or to consummate the other transactions contemplated herebyby this Agreement (including, subject, if required with respect to the Merger, to receipt issuance of Parent ADSs in connection with the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval First Merger (if required by the MGCL“Parent ADS Issuance”)) is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the MergerMergers (the “Parent Shareholder Approval”). Assuming This Agreement has been duly executed and delivered by each of Parent, Bidco and each Merger Sub and (assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement the Company) constitutes a valid valid, legal and binding agreement of the Company each of Parent, Bidco and each Merger Sub enforceable against the Company Parent, Bidco and each Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityEquity Exceptions). (b) At a meeting duly called convened and held, prior to the execution Board of this Agreement, at which all directors Directors (or a duly authorized committee of the Company were present and voting in favor, the Company Board duly of Directors) of Parent unanimously adopted resolutions that (i) declaring that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable and in will most likely promote the best interests success of Parent for the Company’s stockholdersbenefit of its shareholders as a whole, (ii) approving approved this Agreement, the Merger Agreement and the other transactions contemplated hereby, (iii) taking all actions necessary so resolved that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result approval of the Merger, this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby be submitted to a vote at a meeting of Parent’s shareholders and thereby(iv) resolved to recommend the approval of the transactions contemplated by this Agreement by Parent’s shareholders (such recommendation, the “Parent Board Recommendation”). (c) The Boards of Directors of Bidco and Merger Sub I have 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 such companies and their respective 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 of their respective stockholders or member, as applicable, and (iv) making the Board Recommendation; recommending approval and such board resolutions have not been rescindedadoption of this Agreement by their respective stockholders or member, modified or withdrawn in any wayas applicable. (cd) Assuming accuracy The Board of the representations and warranties Directors of Parent in Section 6.07, no party to Merger Sub II has unanimously adopted resolutions (i) determining that this Agreement is an “interested stockholder” and the transactions contemplated hereby (including the Mergers) are fair to and in the best interests of such Merger Sub and its sole member, (ii) approving, adopting and declaring advisable this Agreement and the Company as defined in Section 3-601 transactions contemplated hereby (including the Mergers), (iii) directing that the approval and adoption of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires this Agreement be submitted to a vote of the stockholders such Merger Sub II’s sole member, and (iv) recommending approval and adoption of the Company to approve the Offerthis Agreement by Merger Sub II’s sole member.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and any Ancillary Agreements to which such Person is or is specified to be a party, and the consummation by Parent and Merger Sub of the Company Transactions, are within the corporate powers of each of Parent and Merger Sub and, except for the Parent Stockholder Approval and the required approval and adoption of the Merger and Agreement by the other transactions contemplated hereby stockholder of Merger Sub, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub. The affirmative vote of (i) a majority of all votes cast by holders of outstanding shares of Parent Common Stock at a duly called and held meeting of Parent’s stockholders at which a quorum is present approving the Company, issuance of shares of Parent Common Stock in connection with the Merger (the “Parent Share Issuance”) and no other corporate proceedings on (ii) the part holders of a majority of the Company outstanding shares of Parent Common Stock approving the Parent Charter Amendment are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote votes of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the MergerMerger (collectively, the “Parent Stockholder Approval”). Assuming This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and each of the Ancillary Agreements to which Parent or Merger Sub is or is specified to be a party have been or will be duly executed and delivered by such Person, and (assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent the other parties hereto and Merger Subsidiary, this Agreement thereto) each constitutes (or will constitute) a valid and binding agreement of the Company each of Parent and Merger Sub that is a party thereto enforceable against the Company such Person in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityEquity Exceptions). (b) At a meeting duly called and held, prior to the execution Board of this Agreement, at which all directors Directors of the Company were present and voting in favor, the Company Board duly Parent unanimously adopted resolutions (i) declaring determining that this Agreement, the Merger Agreement and the other transactions contemplated hereby (including the Parent Share Issuance and the Parent Charter Amendment) are fair toto and in the best interests of Parent’s stockholders, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Parent Share Issuance and the Parent Charter Amendment), (iii) directing that the Parent Share Issuance and the Parent Charter Amendment be submitted to a vote at a meeting of Parent’s stockholders and (iv) recommending approval of the Parent Share Issuance and the Parent Charter Amendment by Parent’s stockholders (such recommendation, the “Parent Board Recommendation”). The Board of Directors of Merger Sub has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company’s stockholderssole stockholder of Merger Sub, (ii) approving approving, adopting and declaring advisable 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby (including the Merger), (iii) directing that this Agreement be submitted for approval and therebyadoption by the sole stockholder of Merger Sub, and (iv) making recommending approval and adoption of this Agreement (including the Merger) by the sole stockholder of Merger Sub. Except as permitted by ‎Section 7.02, the Board Recommendation; and such board resolutions have not been of Directors of neither Parent nor Merger Sub has subsequently rescinded, modified or withdrawn in any way. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offerforegoing resolutions.

Corporate Authorization. (a) The Company Each of Parent and Merger Sub has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions to which it is a party contemplated hereby. The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions to which it is a party contemplated hereby have been duly authorized and approved by all necessary corporate or other similar action on the part of Parent and Merger Sub, and no other corporate action on the part of the Company, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement, the Offer or the Merger Agreement or to consummate the other transactions to which it is a party contemplated hereby, subjectexcept that consummation of the Merger is subject to the effectiveness of the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming due power and authority of, and due execution and delivery by, the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with respect its terms, subject to the Bankruptcy and Equity Exception. (b) The respective Boards of Directors of Parent and Merger Sub, each at a meeting duly called and held and at which a quorum of directors was present, have by resolutions duly adopted unanimously (i) determined that this Agreement and the Merger are in the best interests of Parent and Merger Sub, respectively, and declared the Merger to be advisable, (ii) approved and adopted this Agreement and the plan of merger herein providing for the Merger, upon the terms and subject to receipt the conditions set forth herein and (iii) approved the execution, delivery and performance by Parent or Merger Sub, as the case may be, of this Agreement and the consummation of the Company Stockholder Approval if required by Applicable Lawtransactions to which Parent or Merger Sub, as the case may be, is a party contemplated hereby, upon the terms and subject to the conditions set forth herein. (c) Parent, as the sole stockholder of Merger Sub as of the date of this Agreement, has adopted this Agreement. The Company Stockholder Approval (if required by the MGCL) is the only No other vote of the holders of any class or series of the Company’s capital stock necessary in connection with of Parent or Merger Sub is required by Law, the consummation Constituent Documents of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent or Merger Sub or otherwise for Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement Sub to issue the shares of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, Parent Common Stock representing the Merger and Consideration or to otherwise consummate the other transactions contemplated hereby to which they are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions a party contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company of the Merger Agreement is amended by adding the following as a new paragraph at the end of Section 5.2 of the Merger Agreement: “As of the date of execution of the First Amendment, each of Parent and Merger Sub has all requisite corporate necessary power and authority to enter into this Agreement execute and deliver the First Amendment, to perform its obligations thereunder and to consummate the transactions contemplated by this Agreement (as amended by the First Amendment). As of the date of execution of the First Amendment, the board of directors of each of Parent and Merger Sub has adopted resolutions approving this Agreement (as amended by the First Amendment), and the transactions contemplated by this Agreement (as amended by the First Amendment). As of the date of execution of the First Amendment, the board of directors of each of Parent and Merger Sub at a meeting duly called and held have unanimously (a) approved and declared advisable this Agreement (as amended by the First Amendment) and the transactions contemplated by this Agreement (as amended by the First Amendment), including the Tender Offer, as supplemented in accordance with the First Amendment, and (b) declared that it is in the best interests of the stockholders of Parent or Merger Sub that Parent or Merger Sub, as applicable, enter into the First Amendment and this Agreement (as amended by the First Amendment) and consummate the Merger and the any other transactions contemplated herebyby the First Amendment and this Agreement (as amended by the First Amendment) on the terms and subject to the conditions set forth in the First Amendment and this Agreement (as amended by the First Amendment). The As of the date of execution of the First Amendment, the execution, delivery and performance of the First Amendment, by the Company each of this Agreement Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement (as amended by the First Amendment) have been duly and validly authorized by all necessary corporate action on the part of the CompanyParent and Merger Sub, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement, approve the Offer or the Merger First Amendment or to consummate the other transactions contemplated herebyby this Agreement (as amended by the First Amendment), subject, with respect subject to the Merger, to receipt adoption of this Agreement (as amended by the First Amendment) by Parent as the sole direct or indirect stockholder of Merger Sub. As of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote date of execution of the holders of any of First Amendment, the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement First Amendment constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its termsParent and Merger Sub, 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. (b) At a meeting duly called and held, prior subject to the Enforceability Exceptions. As of the date of execution of this Agreementthe First Amendment, at which all directors no vote or consent of the Company were present and voting stockholders of Parent is required by applicable Law, or the certificate of incorporation or bylaws or other equivalent organizational documents of Parent in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, connection with the Merger and or 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to by this Agreement is an “interested stockholder” of (as amended by the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the OfferFirst Amendment).”

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Merger Subsidiary of this Agreement and the consummation by the Company Parent and Merger Subsidiary of the Merger and the other transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and, except for (i) the required approval of Parent’s shareholders in connection with the Parent Stock Issuance and (ii) the approval of Parent as the sole stockholder of Merger Subsidiary, have been duly authorized by all necessary corporate action on the part of the Company, Parent and no other corporate proceedings on the part Merger Subsidiary. The affirmative vote of the Company are necessary holders of a majority of votes cast by holders of Parent Class A Common Stock and Parent Class B Common Stock (with each share of Parent Class A Common Stock being entitled to authorize this Agreement, the Offer or the Merger or a number of votes per share determined in accordance with Parent’s Amended and Restated Articles of Incorporation and each share of Parent Class B Common Stock being entitled to consummate the other transactions contemplated hereby, subject, a number of votes per share determined in accordance with respect Parent’s Amended and Restated Articles of Incorporation (which Parent Class B Common Stock is entitled to the Merger, to receipt 33 1/3% of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval combined voting power of Parent’s Class A Common Stock and Class B Common Stock)) and the affirmative vote of the holders of a majority of the outstanding shares of Parent Class B Common Stock (if required by the MGCL“Parent Shareholder Approval”) is are the only vote votes of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the Mergertransactions contemplated hereby, including the Parent Stock Issuance. Assuming This Agreement, assuming due authorization, execution and delivery hereof by Parentthe Company, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company each of Parent and Merger Subsidiary, enforceable against the Company Parent and Merger Subsidiary in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Law laws affecting creditors’ rights generally and by general principles of equity). (b) At a meeting duly called and held, prior to as of the execution date of this Agreement, at which all directors Parent’s Board of the Company were present and voting in favor, the Company Board duly adopted resolutions Directors has (i) declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable to and in the best interests of the Company’s stockholdersParent, (ii) approving unanimously approved and declared advisable 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby and thereby(iii) unanimously resolved to recommend that Parent’s shareholders grant the Parent Shareholder Approval (such recommendation, and (iv) making the “Parent Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way”). (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by each of the Company Parent Entities of this Agreement and the consummation by each of the Company Parent Entities of the transactions contemplated hereby are within the Parent Entities’ respective corporate powers and, except for the Parent Entity Approvals, the approval of the Mergers and the adoption of this Agreement by HoldCo and Merger Sub I, as the sole shareholders of the Merger and the other transactions Subs as contemplated hereby by Section 7.02, have been duly authorized by all necessary corporate action on the part of each of the CompanyParent Entities, as applicable, and no other corporate proceedings on such approval has not and shall not have been at Closing rescinded, modified or withdrawn. The Founding Controlling Parent Shareholders hold, and will at the part time of the Company are necessary to authorize this AgreementParent Restructuring Meeting, the Offer or the Merger or to consummate the other transactions contemplated herebyParent Contribution Meeting and HoldCo Approval Meeting hold, subject, with respect to the Merger, to receipt more than half of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval voting shares of each of HoldCo and Parent, and the affirmative vote of the Founding Controlling Parent Shareholders (if required by the MGCL“Parent Entity Approvals”) (as holders of more than half of the voting shares of HoldCo and Parent) is the only vote of the holders of any of the Company’s Parent Entities’ capital stock necessary in connection with the consummation of the MergerParent Restructuring and the Mergers, including the issuance of the HoldCo Shares underlying the HoldCo ADSs constituting Common Stock Consideration, or in connection with the consummation of the Parent Mergers. Assuming due authorization, execution This Agreement has been duly executed and delivery hereof delivered by Parent, Ultimate each of the Parent Entities and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of each of the Company Parent Entities enforceable against the Company each of them in accordance with its termsterms (subject, except as such enforceability may be limited by to enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Law laws affecting creditors’ rights generally and by general principles of equity). (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company Parent has all the requisite corporate power and authority to enter into execute and deliver this Agreement and and, subject to Parent Stockholder Approval, to consummate the Merger and the other transactions contemplated herebyhereby and to perform its obligations hereunder. The execution, delivery delivery, and performance by the Company Parent of this Agreement Agreement, and the consummation by the Company Parent of the Merger and the other transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action on the part of the CompanyParent Board and, and except for obtaining Parent Stockholder Approval, no other corporate proceedings on the part of the Company Parent are necessary to authorize this Agreement, the Offer or the Merger Agreement or to consummate the other transactions contemplated hereby, subject, with respect hereby or to the Merger, to receipt of the Company Stockholder Approval if required perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger SubsidiarySub and, assuming this Agreement constitutes a the legal, valid and binding agreement of the Company Company, constitutes a legal, valid and binding agreement of Parent, enforceable against the Company Parent in accordance with its terms, except as such to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Law Laws, now or hereafter in effect, affecting creditors’ ' rights generally and by general principles of equity. (b) At The Parent Board (at a meeting or meetings duly called and held, prior to the execution of this Agreement, at which all directors of the Company Parent were present or participated and voting in favor, the Company Board duly voted) has unanimously adopted resolutions (i) declaring that this Agreement, the Merger Merger, and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s Parent's stockholders, (ii) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated herebyby this Agreement, (iii) taking all actions necessary so declaring that the restrictions on business combinations Merger Consideration to be paid to Parent's stockholders is fair to such stockholders, (iv) resolving to recommend adoption of this Agreement by the stockholders of Parent and stockholder vote requirements contained in (v) directing that the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result adoption of the Merger, this Agreement, the Tender and Support Agreements Merger, and the other transactions contemplated hereby and therebybe submitted to a vote of Parent's stockholders at Parent Stockholder Meeting, and (iv) making and, as of the Board Recommendation; and date of this Agreement, such board resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company Each of the Buyer Parties has all requisite full corporate power and authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and, subject only to the prior approval by the holders of Buyer Ultimate Parent Common Stock of the Share Issuance under the applicable rules and regulations of NASDAQ and all applicable Laws, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated herebyhereunder and thereunder. The execution, delivery and performance by the Company each of Buyer Parties of this Agreement and the consummation by the Company each of the Merger Ancillary Agreements to which it is a party, and each of the other transactions contemplated hereby hereunder or thereunder, have been duly authorized and validly authorized, and, except for the prior approval by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any Buyer Ultimate Parent Common Stock of the Company’s capital stock necessary Share Issuance under the applicable rules and regulations of NASDAQ, no additional corporate or shareholder authorization or consent is required in connection with the consummation execution, delivery and performance by any of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, Buyer Parties of this Agreement constitutes a valid and binding agreement each of the Company enforceable against Ancillary Agreements to which it is a party or any of the 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 equitytransactions contemplated hereunder or thereunder. (b) At The board of directors of Buyer Ultimate Parent, at a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions has (i) declaring determined that this Agreement, the Merger Ancillary Agreements and the other transactions contemplated hereby Purchase are advisable, fair to, advisable and in the best interests of the Company’s stockholdersBuyer Ultimate Parent and its shareholders, (ii) approving duly and validly approved and taken all corporate action required to be taken by the board of directors to authorize the consummation of the transactions contemplated by this Agreement, the Merger Agreement and the other transactions contemplated hereby, Ancillary Agreements and (iii) taking all actions necessary so recommended that the restrictions on business combinations holders of Buyer Ultimate Parent Common Stock approve the Share Issuance, and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result none of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and thereby, and (iv) making the Board Recommendation; and aforesaid actions by such board resolutions have not of directors has been rescindedamended, modified rescinded or withdrawn in any way. (c) Assuming accuracy modified. The affirmative vote of a majority of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of total votes cast on the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company proposal to approve the OfferShare Issuance at the Buyer Ultimate Parent Special Meeting (the “Buyer Ultimate Parent Requisite Vote”) is the only approval of the shareholders of Buyer Ultimate Parent necessary to approve the Share Issuance contemplated by this Agreement.

Corporate Authorization. (a) The Company Each of Parent and Merger Sub has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Merger Sub of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyParent and Merger Sub, and no other corporate proceedings actions on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement, the Offer Agreement or to consummate the Merger or to consummate the other transactions contemplated hereby, subject, with respect to in the case of the Merger, to receipt the filing of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by Certificate of Merger with the MGCL) is the only vote Secretary of State of the holders State of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company Delaware 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 equitythe DGCL. (b) At The Board of Directors of Merger Sub, at a meeting duly called and heldheld or pursuant to action by unanimous written consent, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly has adopted resolutions (i) declaring that approved and declared this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of Merger Sub and its stockholders and the Company’s stockholdersBoard of Directors of each of Parent and Merger Sub have adopted resolutions that approved the execution, (ii) approving delivery and performance of this AgreementAgreement by Parent and Merger Sub, respectively, and the consummation of the Merger and the other transactions contemplated hereby. Parent, in its capacity as the sole stockholder of Merger Sub, has executed and delivered to Merger Sub a written consent (iiiwhich shall be effective immediately following the execution of this Agreement by the parties hereto) taking all actions necessary so that the restrictions on business combinations approving and stockholder vote requirements contained in the Maryland Business Combination Act adopting this Agreement and the Maryland Control Share Acquisition Act will not apply with respect to or as a result execution, delivery and performance of this Agreement by Merger Sub and the consummation by Merger Sub of the Merger, this Agreement, the Tender and Support Agreements Merger and the other transactions contemplated hereby hereby. In each case, such resolutions and thereby, and (iv) making the Board Recommendation; and such board resolutions consents have not been subsequently rescinded, modified or withdrawn in any waywithdrawn. (c) Assuming accuracy of the representations This Agreement has been duly executed and warranties delivered by each of Parent in Section 6.07and Merger Sub and, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of assuming due power and authority of, and due execution and delivery by, the Company’s articles , constitutes a valid and binding obligation of incorporation or bylaws requires a vote of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the stockholders of the Company to approve the OfferBankruptcy and Equity Exception.

Corporate Authorization. (a) The Company Each of the Parent Parties has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the Merger and the other transactions contemplated herebyhereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution, execution and delivery and performance by each of the Company Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company each of the Merger and Parent Parties of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and no such Parent Party. No other corporate proceedings on the part of the Company such Parent Party are necessary to authorize this Agreement, the Offer Agreement or the Merger Additional Agreements to which it is a party or to consummate the other transactions contemplated herebyby this Agreement (other than, subject, with respect to in the case of the Merger, to the receipt of the Company Parent Stockholder Approval if required Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by Applicable Lawsuch Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The Company affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholders’ Meeting, assuming a quorum is present (the “Parent Stockholder Approval (if required by the MGCL) Approval”), is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, to adopt this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, approve the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests consummation 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 . The affirmative vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result written consent of 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) Assuming accuracy sole stockholder of the representations and warranties of Parent in Section 6.07, no party to this Agreement Merger Sub is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a only vote of the stockholders holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the Company to approve the Offerother transactions contemplated hereby.

Corporate Authorization. (a) The Company Each of Parent and Merger Sub has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby, and, subject to, in the case of the consummation of the Merger, the adoption of this Agreement by Parent as the sole shareholder of Merger Sub. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Merger Sub of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyParent and Merger Sub, and no other corporate proceedings actions on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement, the Offer Agreement or to consummate the Merger or to consummate the other transactions contemplated hereby, subject, with respect to in the case of the Merger, to receipt the adoption of this Agreement by Parent as the sole shareholder of Merger Sub, to the filing of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by Cayman Merger Documents with the MGCL) is the only vote Registrar of Companies of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company Cayman Islands 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 equitythe Companies Law. (b) At The Board of Directors of Merger Sub, at a meeting duly called and heldheld or pursuant to unanimous written resolutions, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly has adopted resolutions (i) declaring that approved this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of Merger Sub and the Company’s stockholdersBoard of Directors of each of Parent and Merger Sub have adopted resolutions that approved the execution, (ii) approving delivery and performance of this AgreementAgreement by Parent and Merger Sub, respectively, and the consummation of the Merger and the other transactions contemplated hereby. Parent, in its capacity as the sole shareholder of Merger Sub, has executed and delivered to Merger Sub a Special Resolution (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained as defined in the Maryland Business Combination Act Merger Sub Bylaws) approving the consummation by Merger Sub of the Merger and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements and the other transactions contemplated hereby hereby. In each case, such resolutions and thereby, and (iv) making the Board Recommendation; and such board resolutions consents have not been subsequently rescinded, modified or withdrawn in any waywithdrawn. (c) Assuming accuracy of the representations This Agreement has been duly executed and warranties delivered by each of Parent in Section 6.07and Merger Sub and, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of assuming due power and authority of, and due execution and delivery by, the Company’s articles , constitutes a valid and binding obligation of incorporation or bylaws requires a vote of the stockholders of the Company to approve the OfferParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms.

Corporate Authorization. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby, and Parent has all requisite corporate power and authority to execute and deliver the Fortress Voting Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution, execution and delivery and performance by the Company of this Agreement by Parent and Merger Sub, the performance of their obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyParent and Merger Sub, and no other the execution and delivery of the Fortress Voting Agreement by Parent, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate proceedings action on the part of Parent. Other than the Company are approval of the Parent Share Issuance by a majority of all votes cast at the Parent Meeting by holders of outstanding shares of Parent Common Stock and outstanding shares of Parent Preferred Stock (on an as-converted to Parent Common Stock basis as determined in accordance with Parent’s amended and restated certificate of incorporation), voting together as a single class (the “Parent Stockholder Approval”), no other corporate proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery of this Agreement, the Offer or Fortress Voting Agreement, the performance by Parent and Merger or to consummate the other transactions contemplated hereby, subjectSub of their respective obligations hereunder and, with respect to Parent only, thereunder and the Merger, to receipt consummation by Parent and Merger Sub of the Company Stockholder Approval if required by Applicable Lawtransactions contemplated hereby and, with respect to Parent only, thereby. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming This Agreement, assuming due authorization, execution and delivery hereof by Parentthe Company, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement obligation of the Company each of Parent and Merger Sub enforceable against the Company each party in accordance with its terms, subject to the Enforceability Exceptions, and each of the Fortress Voting Agreement, assuming due authorization, execution and delivery by each other party thereto (except as such enforceability may be limited by bankruptcyfor Parent), insolvencyconstitutes a valid and binding obligation of Parent, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityenforceable against Parent in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called The Parent Board has unanimously approved the Parent Board Resolutions, and held, prior to the execution board of this Agreement, at which all directors of the Company were present Merger Sub has approved and voting in favor, the Company Board duly adopted resolutions (i) declaring that declared advisable this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Agreement 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 wayhereby. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the Transactions are within the corporate powers of each of Parent and Merger Sub and, except for the required approval and adoption of this Agreement by the other transactions contemplated hereby stockholder of Merger Sub, have been duly authorized by all necessary corporate action on the part of the Company, Parent and no other corporate proceedings on the part Merger Sub. This Agreement has been duly executed and delivered by each of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval Parent and M▇▇▇▇▇ Sub and (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement the other parties hereto) constitutes a valid and binding agreement of the Company each of Parent and Merger Sub that is a party thereto enforceable against the Company such Person in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityEquity Exceptions). (b) At a meeting duly called and held, prior the Board of Directors of Parent has unanimously (i) determined that this Agreement and the Transactions (including the Parent Share Issuance) are advisable, fair to and in the execution best interests of Parent and Parent’s stockholders and (ii) approved, adopted and declared advisable this Agreement, at which all directors Agreement and the Transactions (including the Parent Share Issuance). The Board of the Company were present and voting in favor, the Company Board duly Directors of Merger Sub has unanimously adopted resolutions (i) declaring determining that this Agreement, the Merger Agreement and the other transactions contemplated hereby Transactions are advisable, fair to, advisable to and in the best interests of the Company’s stockholderssole stockholder of Merger Sub, (ii) approving approving, adopting and declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated herebyTransactions, (iii) taking all actions necessary so directing that this Agreement be submitted for approval and adoption by the restrictions on business combinations and sole stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and therebyMerger Sub, and (iv) making recommending approval and adoption of this Agreement (including the Merger) by the sole stockholder of Merger Sub. The Board Recommendation; and such board resolutions have not been of Directors of neither Parent nor M▇▇▇▇▇ Sub has subsequently rescinded, modified or withdrawn in any way. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offerforegoing resolutions.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the Merger are within the corporate power and authority of Parent and Merger Sub and, except for the other transactions contemplated hereby approval of Parent as the sole stockholder of Merger Sub and except for the need to obtain the Parent Stockholder Approval, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub. The affirmative vote of a majority of votes cast by the Companyholders of Parent Stock present in person or represented by proxy at a meeting of Parent stockholders held for the purpose of obtaining the approval of the Parent Stock Issuance by such affirmative vote (such meeting, the “Parent Stockholder Meeting”), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreementsuch approval, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company “Parent Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCLApproval”) is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the Merger. Assuming This Agreement, assuming due authorization, execution and delivery hereof by Parentthe Company, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company each of Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Applicable Law Laws affecting creditors’ rights generally and by general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) At a meeting meetings duly called and held, prior to as of the execution date of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring the Parent Board and the board of directors of Merger Sub each unanimously (A) determined that the Merger, this Agreement, the Merger Agreement and the other transactions contemplated hereby by this Agreement, are advisable and fair to, advisable and in the best interests of of, their respective companies and stockholders and (B) approved this Agreement and the Company’s stockholdersMerger, and (ii) approving the Parent Board unanimously resolved to recommend the approval of the Parent Stock Issuance by Parent’s stockholders (the recommendation set forth in this Agreementclause (ii), 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and thereby, and (iv) making the “Parent Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way”). (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite Seller has, with respect to Section 5.8 and Article VIII, full corporate power and authority to enter into execute and deliver this Agreement Agreement, and to consummate the Merger and the other transactions contemplated herebyperform its obligations hereunder. The execution, delivery and performance by Seller of this Agreement, with respect to Section 5.8 and Article VIII, have been duly and validly authorized and no additional corporate, shareholder or similar authorization or consent is required in connection with the Company execution, delivery and performance by Seller of this Agreement. (b) Without limiting Section 3.3(a), subject to the entry of the Confirmation 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 the consummation by the Company each of the Merger and the other transactions contemplated hereby Ancillary Agreements to which it is a party have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreementadditional corporate, the Offer shareholder or the Merger similar authorization or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if consent is required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation execution, delivery and performance by Seller of this Agreement or any of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes Ancillary Agreements to which it is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityparty. (bc) Each Affiliate of Seller has or prior to the Closing will have, subject to the entry of the Confirmation Order and its effectiveness at the Closing, full corporate, partnership or similar power and authority to execute and deliver each Ancillary Agreement or Closing document to which it is (or will be) a party and to perform its obligations thereunder. Subject to the entry of the Confirmation Order, the execution, delivery and performance by each Affiliate of Seller of each Ancillary Agreement or Closing document to which it is (or will be) a party has been or prior to the Closing will have been duly and validly authorized, and no additional corporate authorization or consent is or will be required in connection with the execution, delivery and performance by any Affiliate of Seller of the 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, prior to the execution Board and the board of this Agreement, at which all directors (or similar governing body) of each Asset Transferring Subsidiary has by the Company were present and voting in favor, the Company Board duly adopted resolutions requisite vote: (i) declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby Transaction are fair to, advisable and in the best interests of the Company’s stockholdersSeller, such Asset Transferring Subsidiaries and their respective stakeholders, (ii) approving approved and adopted this Agreement, the Merger Agreement and the other transactions contemplated hereby, (iii) taking all actions necessary so that resolved to cause each Asset Transferring Subsidiary to perform its obligations under the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act Ancillary Agreements to which it is (or will not apply with respect to or as be) a result of 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 wayparty. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company Purchaser Board, by resolution duly adopted by the majority vote of the Purchaser Board at a meeting duly called and held, has (i) approved and adopted this Agreement, the Ancillary Agreements to which it is a party, and the Transactions, (ii) determined that this Agreement, the Transactions and the Merger are advisable and in the best interests of the stockholders of Purchaser, (iii) approved, adopted and declared advisable the payment of the Purchaser Shares Consideration, (iv) directed that (x) the approval of the issuance of the Purchaser Ordinary Shares underlying the Preferred Shares Consideration pursuant to the conversion of the Preferred Shares Consideration into Purchaser Ordinary Shares in accordance with the Purchaser Preferred Shares Certificate of Designation (“Preferred Stock Conversion”), (y) the constitution of Purchaser in form and substance mutually agreeable to Purchaser, the Sellers and the Company, including the change of the name of Purchaser to such name as shall be designated by the Sellers (the “Amended Purchaser Charter”), and (z) the election of directors in accordance with Section 1.05(a) be submitted for consideration at the Purchaser Stockholders Meeting, and (v) recommended to the stockholders of Purchaser that they approve the Preferred Stock Conversion, the Amended Purchaser Charter and the election of directors in accordance with Section 1.05(a) (the “Purchaser Board Recommendation”). (b) Purchaser has all requisite necessary corporate power and authority to enter into and deliver this Agreement Agreement, to perform its obligations hereunder, and to consummate the Merger Transactions and the other transactions contemplated herebyMerger. The execution, delivery delivery, and performance by the Company of this Agreement by Purchaser and the consummation by the Company Purchaser of the Merger and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, Purchaser. This Agreement has been duly and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required validly executed and delivered by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution Purchaser and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid legal, valid, and binding agreement of the Company Purchaser enforceable against the Company Purchaser in accordance with its terms, terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Law affecting creditors’ rights generally and by laws of general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect applicability relating to or as a result of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and therebyaffecting creditor’s rights, and (iv) making the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any wayto general equitable principles). (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three of this Agreement and the consummation by the Company Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three of the transactions contemplated hereby are within the corporate and other organizational powers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three, as applicable, and, except for (i) the required approval of Parent’s stockholders in connection with the Parent Merger, the New Charter Stock Issuance and the other transactions contemplated hereby (including the Equity Exchange and the Equity Purchase), (ii) the approval of Parent as the sole stockholder of New Charter in connection with the Second Company Merger and New Charter Stock Issuance, and (iii) the approval of New Charter as the sole member of Merger Subsidiary Two in connection with the Parent Merger, have been duly authorized by all necessary corporate and other organizational action on the part of the CompanyParent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and no other corporate proceedings on the part Merger Subsidiary Three. The affirmative vote of a majority of the Company outstanding shares of Parent Class A Common Stock are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote votes of the holders of any of the Company’s capital stock Parent Class A Common Stock necessary in connection with the consummation approval of the Parent Merger. Assuming The approvals set forth in Section 5.02(a) of the Parent Disclosure Schedule are the only approvals required by the holders of Parent’s capital stock (collectively, the “Parent Stockholder Approval”). Following the First Company Merger Effective Time, no vote or approval of the former holders of capital stock of the Company is required in connection with the other Mergers. This Agreement, assuming due authorization, execution and delivery hereof by Parentthe Company, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three, enforceable against the Company Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Law laws affecting creditors’ rights generally and by general principles of equity). (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company Each of the Parent Parties has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the Merger and the other transactions contemplated herebyhereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution, execution and delivery and performance by each of the Company Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company each of the Merger and Parent Parties of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and no such Parent Party. No other corporate proceedings on the part of the Company such Parent Party are necessary to authorize this Agreement, the Offer Agreement or the Merger Additional Agreements to which it is a party or to consummate the other transactions contemplated herebyby this Agreement (other than, subjectin the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party (including with respect to the MergerPIPE Investment) have been duly executed and delivered by such Parent Party and, to receipt assuming the due authorization, execution and delivery by each of the Company Stockholder Approval if required by Applicable Lawother parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The Company affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Approval Meeting, assuming a quorum is present (if required by the MGCL) “Parent Stockholder Approval”), is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, to adopt this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, approve the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests consummation 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 . The affirmative vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result written consent of 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) Assuming accuracy sole stockholder of the representations and warranties of Parent in Section 6.07, no party to this Agreement Merger Sub is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a only vote of the stockholders holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the Company to approve the Offerother transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent, Infiniti, Holdco and Merger Sub of this Agreement and the consummation by the Company Parent, Infiniti, Holdco and Merger Sub of the Transactions are within the corporate power and authority of Parent, Infiniti, Holdco and Merger Sub and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent, Infiniti, Holdco and Merger Sub, except for the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Infiniti Stockholder Approval. This Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof by Parentthe Company, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company each of Parent, Infiniti, Holdco and Merger Sub, enforceable against the Company Parent, Infiniti, Holdco and Merger Sub 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 equitythe Enforceability Limitations. (b) At a meeting duly called and heldThe Parent Board, prior to has by the execution unanimous vote of this Agreement, at which all directors of the Company were present and voting in favorParent, the Company Board duly adopted resolutions (i) declaring approved and adopted this Agreement and approved the Transactions in accordance with the requirements of the General Corporation Law of the State of Delaware (the “DGCL”) and (ii) determined that this Agreementthe Transactions, including the Merger and the other transactions contemplated hereby Merger, are advisable, fair to, advisable to and in the best interests of the Company’s stockholders, (ii) approving this AgreementParent and Infiniti, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and sole stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or of Parent as a result of 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 waydate hereof. (c) Assuming accuracy As of the representations date hereof, (i) the board of directors of Holdco has approved and warranties of Parent in Section 6.07, no party to declared advisable this Agreement is an “interested stockholder” and the Transactions as required under applicable Law and (ii) Parent, as the sole shareholder of Holdco, has adopted this Agreement in accordance with the ICL. (d) As of the Company date hereof, (i) the board of directors of Merger Sub has approved and declared advisable this Agreement and the Transactions as defined required under applicable Law and (ii) Holdco, as the sole shareholder of Merger Sub, has adopted this Agreement in Section 3-601 accordance with the ICL. (e) As of the MGCL. No provision date hereof, the board of directors of Infiniti has approved and declared advisable this Agreement, the Company’s articles of incorporation or bylaws requires a vote of Transactions and the stockholders of Investment Agreement and the Company to approve the Offertransactions contemplated thereby as required under applicable Law.

Corporate Authorization. (a) The Company Parent has and, immediately prior to executing and delivering the Merger Sub Joinder Merger Sub will have, all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement by Parent and the Merger Sub Joinder by Merger Sub, the performance of their obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby have been been, or will be in the case of Merger Sub, duly authorized by all necessary corporate action on the part of the Company, Parent and no Merger Sub. No other corporate proceedings proceeding on the part of Parent is, or on the Company are part of Merger Sub will be upon the execution and delivery of the Merger Sub Joinder, necessary to authorize the execution and delivery of this Agreement, the Offer or performance by Parent and Merger Sub of their obligations hereunder and the consummation by Parent and Merger or to consummate Sub of the other transactions contemplated hereby. This Agreement, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof by ParentMatrix and the Company, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement obligation of each of Parent and, following the execution and delivery of the Company Merger Sub Joinder, Merger Sub, enforceable against the Company Parent and Merger Sub 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 equitysubject to the Enforceability Exceptions. (b) At a meeting duly called As of the date of this Agreement, the Parent Board has and, as of the date of the Merger Sub Joinder the board of directors of Merger Sub will have, approved and helddeclared advisable this Agreement and the transactions contemplated hereby. Parent, as the sole shareholder of Merger Sub, will approve and adopt this Agreement and the transactions contemplated hereby prior to the execution of this Agreement, at which all directors and delivery of the Company were present Merger Sub Joinder by Merger Sub. The Parent Board, acting by written consent, has duly and voting in favor, the Company Board duly unanimously adopted resolutions that have not been withdrawn or amended that (i) declaring determined that the terms of this Agreement, the Merger Agreement and the other transactions contemplated hereby hereby, including the Merger, are fair toin the best interests of, advisable Parent and its sole stockholder, (ii) determined that it is in the best interests of Parent and its sole stockholder and declared it advisable for Parent to enter into this Agreement and perform its obligations hereunder and (iii) approved the Company’s stockholders, (ii) approving execution and delivery by Parent of this Agreement, the Merger performance by Parent of its covenants and agreements contained herein and the other consummation of the transactions contemplated herebyby this Agreement, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of including the Merger, this Agreement, upon the Tender terms and Support Agreements and subject to 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 wayconditions contained herein. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority Subject to enter into this Agreement and to consummate the Merger and receipt of the other transactions contemplated hereby. The Acquirer Stockholder Approval, the execution, delivery and performance by the Company Acquirer and Merger Sub of this Agreement and the Additional Agreements to which the Acquirer or Merger Sub is or will be a party and the consummation by the Company Acquirer and ▇▇▇▇▇▇ Sub of the Merger and the other transactions contemplated hereby and thereby are within the corporate powers of the Acquirer and Merger Sub, as applicable, and have been (or, in the case of any Additional Agreements entered into after the date of this Agreement, will be, upon execution thereof) duly authorized by all necessary corporate action on the part of the Company, Acquirer and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable LawSub. The Company Stockholder Approval (if required by execution and delivery of this Agreement and the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with documents contemplated hereby and the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and therebythereby have been (A) duly and validly authorized and approved by the Board of Directors of the Acquirer and ▇▇▇▇▇▇ Sub and (B) determined by the Board of Directors of the Acquirer and ▇▇▇▇▇▇ Sub as advisable to the Acquirer’s or the Merger Sub’s stockholders, as applicable, and recommended for the Acquirer Stockholder Approval. This Agreement has been (iv) making the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way. (c) Assuming accuracy each of the representations Additional Agreements to which the Acquirer or Merger Sub, as applicable, is or will be a party will be, upon execution thereof) duly executed and warranties delivered by the Acquirer or Merger Sub, as applicable, and constitutes or will constitute, upon their execution and delivery, as applicable, a valid, legal and binding obligation of Parent in Section 6.07the Acquirer or Merger Sub, no party to as applicable, (assuming this Agreement has been and the Additional Agreements to which the Acquirer or Merger Sub, as applicable, is an “interested stockholder” or will be party are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the other parties thereto), enforceable against the Acquirer or Merger Sub, as applicable, in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of the Company as defined in Section 3-601 creditors’ rights and subject to general principles of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offerequity).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Merger Subsidiary of this Agreement and the consummation by the Company Parent and Merger Subsidiary of the Merger and the other transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action on the part action. Parent, as sole stockholder of the CompanyMerger Subsidiary, has approved and no other corporate proceedings on the part of the Company are necessary to authorize adopted this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiarythe Company, this Agreement constitutes a valid and binding agreement of the Company each of Parent and Merger Subsidiary, enforceable against the Company each of Parent and Merger Subsidiary in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Law laws affecting creditors’ rights generally and by general principles of equity). (b) At a meeting duly called and held, prior to the execution Parent’s Board of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions Directors has (i) declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby (including the issuance of Parent Common Stock to the holders of Company Stock and Company RSUs in connection with Merger) are fair to, advisable to and in the best interests of the CompanyParent’s stockholders, stockholders and (ii) approving approved the issuance of Parent Common Stock to the holders of Company Stock and Company RSUs in connection with Merger. The board of directors of Merger Subsidiary has adopted a resolution approving, and declaring it advisable that the stockholders of Subsidiary approve, this Agreement (including the Merger on the terms and subject to the conditions set forth in this Agreement, the ). The stockholder of Merger Subsidiary has adopted a resolution approving and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, declaring advisable this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby (including the Merger on the terms and thereby, and (iv) making the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn conditions set forth in any waythis Agreement). (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07No approval, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation consent or bylaws requires a vote of the stockholders of Parent or any of its affiliates or the Company holders of any other securities of Parent or any of its affiliates (equity or otherwise), is required by any applicable Law, the certificate of incorporation or bylaws of Parent or any of its affiliates or the applicable rules of the any exchange on which securities of Parent or any of its affiliates are traded, in order for Parent or any of its affiliates to approve consummate or effect the Offertransactions contemplated by this Agreement including the Merger, the issuance of the shares of Parent Common Stock in connection with the Merger.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent, Merger Subsidiary 1 and Merger Subsidiary 2 of this Agreement and the consummation by the Company Parent, Merger Subsidiary 1 and Merger Subsidiary 2 of the Merger and the other transactions contemplated hereby are within the corporate powers of Parent, Merger Subsidiary 1 and Merger Subsidiary 2 and have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Mergeraction. Assuming due authorization, execution and delivery hereof of this Agreement by Parent, Ultimate Parent and Merger Subsidiarythe Company, this Agreement constitutes a valid and binding agreement of the Company each of Parent, Merger Subsidiary 1 and Merger Subsidiary 2, enforceable against the Company such party in accordance with its terms, except as such enforceability may subject to Creditors’ Rights. The shares of Parent Common Stock issued pursuant to the Combination, when issued in accordance with the terms hereof, will be limited by bankruptcyduly authorized, insolvencyvalidly issued, moratorium fully paid and other similar Applicable Law affecting creditors’ rights generally nonassessable and by general principles of equitynot subject to preemptive rights. (b) At The Board of Directors of Parent, at a meeting duly called and held, held on or prior to the execution of this Agreementdate hereof, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions has (i) declaring determined that this Agreement, Agreement and the Merger issuance of Parent Common Stock pursuant to this Agreement and the other transactions contemplated hereby Transactions are fair to, advisable and in the best interests of the Companyof, Parent and Parent’s stockholders, stockholders and (ii) approving approved and declared advisable this Agreement, the Merger Agreement and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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 wayTransactions. (c) Assuming accuracy The Board of the representations and warranties Directors of Parent in Section 6.07, no party to Merger Subsidiary 1 has (i) determined that this Agreement is an “interested and the Transactions are fair to, and in the best interests of, Merger Subsidiary 1’s sole stockholder” , (ii) approved and declared advisable this Agreement and the Transactions and (iii) submitted this Agreement to Parent, as sole stockholder of Merger Subsidiary 1, for adoption thereby and recommended that Parent approve and adopt this Agreement and the Company Transactions. (d) The Board of Directors of Merger Subsidiary 2 has (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Merger Subsidiary 2’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) submitted this Agreement to Parent, as defined in Section 3-601 sole stockholder of Merger Subsidiary 2, for adoption thereby and recommended that Parent approve and adopt this Agreement and the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the OfferTransactions.

Corporate Authorization. (a) The Company Each of Parent and Merger Co. has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Merger and Transactions. Except as set forth in Section 5.02 of the other transactions contemplated hereby. The written disclosure schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), the execution, delivery and performance by the Company each of Parent and Merger Co. of this Agreement and the other Transaction Agreements to which it is a party and the consummation by the Company Parent and Merger Co. of the Transactions are within the corporate powers of Parent and Merger Co. and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate and stockholder action on (other than by Parent as the part sole stockholder of Merger Sub, which will be obtained prior to the Effective Time) under Parent's and Merger Co.'s certificates or articles of incorporation and bylaws and applicable provisions of Delaware and North Carolina Law (including the receipt of approval by the holders of a majority of the Company, and no other corporate proceedings on the part outstanding shares of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt Parent Series A Preferred Stock of the Company Stockholder Approval if creation and issuance of the Parent Series B Preferred Stock (the "Series A Consent")), other than the filing with the Secretary of State of the State of North Carolina of the articles of merger as required by Applicable North Carolina Law. The Company Stockholder Approval (if required Board of Directors of Parent has approved, and recommended to the Parent stockholders the adoption of, the Restated Certificate of Incorporation attached as Exhibit G hereto, and such approval and recommendation have not been rescinded or revoked. This Agreement has been duly and validly executed and delivered by the MGCL) is the only vote each of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger SubsidiaryCo. and the other Transaction Agreements and the Warrants will have been duly and validly executed and delivered by Parent prior to the Effective Time. Assuming this Agreement constitutes and the other Transaction Agreements when executed and delivered prior to the Effective Time will constitute legal, valid and binding agreements of the other parties hereto and thereto, this Agreement constitutes a legal, valid and binding agreement of Parent and Merger Co., and each of the Company other Transaction Agreements and the Warrants when executed and delivered prior to the Effective Time will constitute legal, valid and binding agreements of Parent, in each case, enforceable against the Company Parent or Merger Co., as applicable, in accordance with its their respective terms, except as such enforceability may be enforcement is limited by bankruptcy, insolvency, moratorium insolvency and other similar Applicable Law laws affecting the enforcement of creditors’ ' rights generally and for limitations imposed by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated by this Agreement are within the corporate powers and authority of Parent and Merger Sub and, except for the Parent Shareholder Approval and the other transactions contemplated hereby adoption of this Agreement by the sole stockholder of Merger Sub, have been duly authorized by all necessary corporate action on the part of the Companyshareholders of Parent and the stockholder of Merger Sub. The affirmative vote of at least a majority of the votes cast, in the case of the Parent Share Issuance Approval, and no other corporate proceedings on the part affirmative vote of at least seventy five percent (75%) of the Company are necessary to authorize this Agreementvotes cast, in the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt case of the Company Stockholder Approval if required Parent Board Size Approval, in each case by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any outstanding Parent Ordinary Shares at a duly convened and held meeting of Parent’s shareholders at which a quorum is present approving the Companyresolution granting the Parent Share Issuance Approval and the Parent Board Size Approval, respectively, are the only votes of Parent’s capital stock shareholders necessary in connection with the consummation of the Merger. Assuming This Agreement has been duly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement the Company) constitutes a valid valid, legal and binding agreement of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityEquity Exceptions). (b) At a meeting duly called convened and held, prior the Board of Directors of Parent resolved (i) that this Agreement and the Merger would most likely promote the success of Parent for the benefit of its shareholders as a whole, (ii) that the Parent Share Issuance Approval and the Parent Board Size Approval be put to the execution Parent’s shareholders at a meeting of this AgreementParent’s shareholders, at which all directors and (iii) to recommend that Parent’s shareholders vote in favor of the Company were present Parent Share Issuance Approval and voting in favorthe Parent Board Size Approval (such recommendation, the Company “Parent Board duly Recommendation”). (c) The Board of Directors of Merger Sub has adopted resolutions (i) declaring determining that this Agreement, the Merger Agreement and the other transactions contemplated hereby (including the Merger) are fair to, advisable to and in the best interests of the Company’s stockholdersMerger Sub and its stockholder, (ii) approving approving, adopting and declaring advisable 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby (including the Merger), (iii) directing that the approval and therebyadoption of this Agreement be submitted to a vote of its stockholder, and (iv) making the Board Recommendation; recommending approval and such board resolutions have not been rescinded, modified or withdrawn in any way. (c) Assuming accuracy adoption of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested by its stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has Parent has, and at the time of its incorporation, Merger Sub will have, all requisite corporate power and authority to enter into execute and deliver this Agreement (in the case of Merger Sub, by executing and delivering the Joinder Agreement), to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement (in the case of Merger Sub, by executing and delivering the Joinder Agreement) by Parent and Merger Sub, the performance of their obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby have been (in the case of Parent) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub) duly authorized by all necessary corporate action on the part of the Company, Parent and no Merger Sub. No other corporate proceedings proceeding on the part of the Company are Parent or Merger Sub is necessary to authorize the execution and delivery of this Agreement (in the case of Merger Sub, by the execution and delivery of the Joinder Agreement), the Offer or performance by Parent and Merger Sub of their obligations hereunder and the consummation by Parent and Merger or to consummate Sub of the other transactions contemplated hereby. This Agreement, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof by Parentthe Company, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement obligation of Parent and, upon the execution and delivery of the Company Joinder Agreement by Merger Sub, will constitute a valid and binding obligation of Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except subject to the Enforceability Exceptions. As of the date of this Agreement, the Parent Board has, and, upon the execution and delivery of the Joinder Agreement by Merger Sub, the board of director of Merger Sub will have, approved and declared advisable this Agreement and the transactions contemplated hereby. Upon the execution and delivery of the Joinder Agreement by Merger Sub, Parent, as such enforceability may be limited by bankruptcythe sole stockholder of Merger Sub, insolvencywill have approved and adopted this Agreement and the transactions contemplated hereby. The Parent Board, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At at a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present has duly and voting in favor, the Company Board duly unanimously adopted resolutions that have not been withdrawn or amended that (i) declaring determined that the terms of this AgreementAgreement and the transactions contemplated hereby, including the Merger and the other transactions contemplated hereby Parent Share Issuance, are fair to, advisable and in the best interests of the Company’s of, Parent and its stockholders, (ii) approving determined that it is in the best interests of Parent and its stockholders and declared it advisable for Parent to enter into this Agreement and perform its obligations hereunder and (iii) approved the execution and delivery by Parent of this Agreement, the performance by Parent of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger and the other transactions contemplated herebyParent Share Issuance, (iii) taking all actions necessary so that upon the restrictions on business combinations terms and stockholder vote requirements subject to the conditions contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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 wayherein. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent, Merger Sub 1 and Merger Sub 2 of this Agreement and the consummation by the Company Parent, Merger Sub 1 and Merger Sub 2 of the Merger and the other transactions contemplated hereby are within the corporate or limited liability company power and authority of Parent, Merger Sub 1 and Merger Sub 2 and have been duly authorized by all necessary corporate or limited liability company action on the part of Parent, Merger Sub 1 and Merger Sub 2, subject, in the Company, and no other corporate proceedings on the part case of the Company are necessary to authorize this Agreement, consummation of the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt accuracy of the representations and warranties in the second and third sentences of Section 4.05 and compliance by the Company Stockholder Approval if with clauses (iii) and (xii) of Section 6.01(b) and the required approval of the First Merger by Applicable LawParent as the sole stockholder of Merger Sub 1 and the required approval of the Second Merger by Parent as the sole member of Merger Sub 2. The Company Stockholder Approval (if required by affirmative vote of Parent as the MGCL) is sole stockholder of Merger Sub 1 and Parent as the sole member of Merger Sub 2 are the only vote votes of the holders of any of the Company’s capital stock of Merger Sub 1 and Merger Sub 2 necessary in connection with the consummation of the Mergertransactions contemplated hereby. Assuming This Agreement, assuming due authorization, execution and delivery hereof by Parentthe Company, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company each of Parent, Merger Sub 1 and Merger Sub 2, enforceable against the Company Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Applicable Law Laws affecting creditors’ rights generally and by general principles of equityequity (regardless of whether enforceability is considered in a Proceeding in equity or at Law). (b) At a meeting duly called and held, prior to as of the execution date of this Agreement, at which all directors the Board of Directors of Parent has (i) unanimously determined that this Agreement and the Company were present transactions contemplated hereby are in the best interests of Parent’s shareholders, and voting in favor, (ii) unanimously approved and declared advisable this Agreement and the Company transactions contemplated hereby. The Board duly of Directors of Merger Sub 1 has unanimously adopted resolutions (i) declaring determining that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable to and in the best interests of the CompanyMerger Sub 1’s stockholdersstockholder, (ii) approving approving, adopting and declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated hereby, (iii) taking all actions necessary so directing that the restrictions on business combinations approval and stockholder adoption of this Agreement be submitted to a vote requirements contained in the Maryland Business Combination Act of Merger Sub 1’s stockholder, and the Maryland Control Share Acquisition Act will not apply with respect to or as a result (iv) recommending approval and adoption of the Merger, this Agreement, the Tender and Support Agreements Agreement by Merger Sub 1’s stockholder. The Board of Directors of Merger Sub 2 has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Second Merger) are fair to and therebyin the best interests of Merger Sub 2’s member, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Second Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of Merger Sub 2’s member and (iv) making the Board Recommendation; recommending approval and such board resolutions have not been rescinded, modified or withdrawn in any way. (c) Assuming accuracy adoption of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Companyby Merger Sub 2’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offermember.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company each of Parent, Merger Sub 1 and Merger Sub 2 of this Agreement and the consummation by the Company Parent, Merger Sub 1 and Merger Sub 2 of the Transactions are within the corporate or limited liability company powers, as applicable, of each of Parent, Merger Sub 1 and Merger Sub 2 and, except for the required approval and adoption of this Agreement by the sole stockholder of Merger Sub 1 and the other transactions contemplated hereby sole member of Merger Sub 2, have been duly authorized by all necessary corporate action or limited liability company action, as applicable, on the part of the CompanyParent, Merger Sub 1 and no other corporate proceedings on the part Merger Sub 2. This Agreement has been duly executed and delivered by each of the Company are necessary to authorize this AgreementParent, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval Sub 1 and Merger Sub 2 and (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement the other parties hereto) constitutes a valid and binding agreement of the Company each of Parent, Merger Sub 1 and Merger Sub 2 that is a party thereto enforceable against the Company such Person in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityEquity Exceptions). (b) At a meeting duly called and held, prior the Board of Directors of Parent has (i) determined that this Agreement and the Transactions (including the Parent Share Issuance) are fair to and in the execution best interests of Parent’s stockholders and (ii) approved, adopted and declared advisable this Agreement, at which all directors Agreement and the Transactions (including the Parent Share Issuance). The Board of the Company were present and voting in favor, the Company Board duly Directors of Merger Sub 1 has unanimously adopted resolutions (i) declaring determining that this Agreement, the Merger Agreement and the other transactions contemplated hereby Transactions are fair to, advisable to and in the best interests of the Company’s stockholderssole stockholder of Merger Sub 1, (ii) approving approving, adopting and declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated herebyTransactions, (iii) taking all actions necessary so directing that this Agreement be submitted for approval and adoption by the restrictions on business combinations and sole stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and therebyMerger Sub 1, and (iv) making recommending approval and adoption of this Agreement (including the Mergers) by the sole stockholder of Merger Sub 1. The Board Recommendation; and such board resolutions have not been of Directors of neither Parent nor Merger Sub 1 has subsequently rescinded, modified or withdrawn in any way. (c) Assuming accuracy of the representations and warranties foregoing resolutions. Parent, as the managing member of Parent in Section 6.07Merger Sub 2, no party to has approved this Agreement is an “interested stockholder” of and the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation Transactions and Parent has not subsequently rescinded, modified or bylaws requires a vote of the stockholders of the Company to approve the Offerwithdrawn such approval.

Corporate Authorization. (a) The Company Each of RMT Parent and Merger Sub has all requisite necessary corporate power and authority to enter into this Agreement Agreement, to carry out its obligations hereunder and to consummate the Merger Contemplated Transactions. Each of RMT Parent’s Subsidiaries has the necessary corporate power and authority to enter into each Transaction Document to which it is or will be a party, to carry out its obligations thereunder and to consummate the other transactions contemplated herebyContemplated Transactions. The executionexecution and delivery by RMT Parent and Merger Sub of this Agreement, delivery and the performance by the Company RMT Parent and Merger Sub of this Agreement their respective obligations hereunder and the consummation by the Company RMT Parent and Merger Sub of the Merger and the other transactions contemplated hereby Contemplated Transactions have been duly authorized by all necessary requisite corporate action on the part of RMT Parent and Merger Sub, except for the CompanyRMT Parent Stockholder Approval. (b) The execution and delivery by RMT Parent of each Transaction Document to which it is or will be a party, the performance by RMT Parent of its obligations thereunder and no other the consummation by RMT Parent of the Contemplated Transactions either have been or will be duly authorized by all requisite corporate proceedings or similar action on the part of the Company are necessary RMT Parent. The execution and delivery by each of RMT Parent’s Subsidiaries of each Transaction Document to authorize this Agreementwhich it is or will be a party, the Offer or performance by each of RMT Parent’s Subsidiaries of its obligations thereunder and the Merger or to consummate consummation by each of RMT Parent’s Subsidiaries of the other transactions contemplated hereby, subject, with respect to thereby either have been or will be duly authorized by all requisite corporate or similar action on the Merger, to receipt part of the Company Stockholder Approval if required each of RMT Parent’s Subsidiaries. (c) This Agreement has been duly executed and delivered by Applicable Law. The Company Stockholder Approval RMT Parent and Merger Sub and (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, the other Parties) this Agreement constitutes a legal, valid and binding agreement obligation of the Company RMT Parent and Merger Sub, enforceable against the Company each of RMT Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Applicable Law Laws relating to or affecting creditors’ rights generally and by subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). Each Transaction Document to which RMT Parent is or will be a party has been or will be duly executed and delivered by RMT Parent and (assuming due authorization, execution, and delivery by the other parties thereto), constitutes, or will constitute, a legal, valid and binding obligation of RMT Parent, enforceable against RMT Parent in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). Each Transaction Document will be duly executed and delivered by each of RMT Parent’s Subsidiaries party thereto and (assuming due authorization, execution and delivery by the other parties thereto) each Transaction Document will constitute, a legal, valid and binding obligation of each of RMT Parent’s Subsidiaries party thereto or contemplated to be party thereto, enforceable against each such Subsidiary of RMT Parent in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (bd) At Merger Sub is a meeting duly called direct, wholly owned Subsidiary of RMT Parent. The copies of the articles of incorporation and heldbylaws of Merger Sub that were previously furnished or made available to GPC are true, prior to complete and correct copies of such documents as in effect on the execution date of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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. (ce) Assuming accuracy Section 5.02(e) of the representations and warranties of RMT Parent in Section 6.07, no party to this Agreement is an “interested stockholder” Disclosure Letter sets forth a list as of the Company as defined in Section 3-601 date hereof of the MGCL. No provision Subsidiaries of the Company’s articles RMT Parent and their respective jurisdictions of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offerformation.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of this Agreement and the consummation by the Company ▇▇▇▇▇▇ and Merger Sub of the Merger and the other transactions contemplated hereby are within the corporate power of each of Parent and Merger Sub and, subject to Section 8.04, have been duly authorized by all necessary corporate action on the part of the Company, each of Parent and no other corporate proceedings on the part Merger Sub. No vote of the Company are shareholders of Parent is necessary to authorize the execution, delivery or performance of this Agreement, the Offer Agreement or the Merger or to consummate consummation of the other transactions contemplated hereby, subject, with respect to including the Merger, to receipt and each of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by Members has duly executed and delivered to Parent its written approval pursuant to the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection Joint Bidding Agreement to proceed with the consummation execution of the Mergerthis Agreement. Assuming Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiarythe Company, this Agreement constitutes a valid and binding agreement of the Company each of Parent and Merger Sub, enforceable against the Company each in accordance with its terms, terms (except insofar 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. (b) the Enforceability Exceptions). At a meeting meetings duly called and held, prior to (i) the execution boards of directors of Parent and ▇▇▇▇▇▇ Sub have unanimously adopted resolutions authorizing, approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, at which all including the Merger, (ii) the board of directors of Merger Sub has unanimously determined that this Agreement and the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that transactions contemplated by this Agreement, including the Merger and the other transactions contemplated hereby Merger, are fair to, advisable to and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger Sub and the other transactions contemplated herebysole shareholder of Merger Sub, and (iii) taking all actions necessary so the board of directors of Merger Sub has directed that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Companybe submitted to Merger Sub’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offersole shareholder for adoption and approval.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Merger Subsidiary of this Agreement and the consummation by the Company Parent and Merger Subsidiary of the Merger and the other transactions contemplated hereby are within the corporate and limited liability company powers of Parent and Merger Subsidiary, respectively, and, except for obtaining the Parent Stockholder Approval, approval of the Charter Amendment by Parent’s Board of Directors and the adoption of this Agreement by the sole member of Merger Subsidiary, have been duly authorized by all necessary corporate or limited liability company action on the part of the Company, Parent and no other corporate proceedings on the part Merger Subsidiary. The affirmative vote of the Company are necessary to authorize this Agreement, holders of (i) a majority of the Offer total votes cast in person or by proxy at the Merger or to consummate Parent Stockholder Meeting in favor of the other transactions contemplated hereby, subject, with respect to approval of the issuance of New Parent Stock in the Merger, to receipt and (ii) a majority of the Company outstanding shares of Parent Stock in favor of the Charter Amendment (collectively, the “Parent Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCLApproval”) is are the only vote votes of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the MergerMerger or the approval of the Charter Amendment. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this This Agreement constitutes a valid and binding agreement of the Company each of Parent and Merger Subsidiary, enforceable against the Company each of Parent and Merger Subsidiary in accordance with its terms, except (i) as such enforceability the same may be limited by applicable bankruptcy, insolvency, moratorium and other or similar Applicable Law laws of general application relating to or affecting creditors’ rights generally rights, and (ii) for the limitations imposed by general principles of equity. (b) At a meeting duly called and held, prior to the execution Parent’s Board of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions Directors has (i) declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable to and in the best interests of Parent’s stockholders (other than any affiliates of the Company’s stockholders), (ii) approving approved and adopted this Agreement, the Merger Agreement and the other transactions contemplated hereby, (iii) taking all actions necessary so that approved and adopted the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Charter Amendment 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. resolved (csubject to Section 6.04) Assuming accuracy to recommend (A) approval of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision Charter Amendment by Parent’s stockholders (other than any affiliates of the Company’s articles of incorporation or bylaws requires a vote ) and (B) approval of the issuance of New Parent Stock in the Merger by Parent’s stockholders (other than any affiliates of the Company Company) (such recommendations are collectively referred to approve as, the Offer“Parent Board Recommendation”).

Corporate Authorization. (a) The Company Each of GPC and SpinCo has all requisite the necessary corporate power and authority to enter into this Agreement Agreement, to carry out its obligations hereunder and to consummate the Merger Contemplated Transactions. Each Retained GPC Entity and each SpinCo Company has the other transactions contemplated herebynecessary corporate power and authority to enter into each Transaction Document to which it is or will be a party, to carry out its obligations thereunder and to consummate the Contemplated Transactions. The executionexecution and delivery by GPC and SpinCo of this Agreement, delivery and the performance by the Company GPC and SpinCo of this Agreement their respective obligations hereunder and the consummation by the Company GPC and SpinCo of the Merger and the other transactions contemplated hereby Contemplated Transactions have been duly authorized by all necessary requisite corporate action on the part of GPC and SpinCo, except for (i) such further action of the CompanyGPC Board required, if applicable, to establish the Record Date and no other the Distribution Date, (ii) the effectiveness of the declaration of the Distribution by the GPC Board (which is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of the conditions set forth in the Separation Agreement) and (iii) the SpinCo Stockholder Consent. (b) The execution and delivery by each Retained GPC Entity and each SpinCo Company of each Transaction Document to which it is or will be a party, the performance by each Retained GPC Entity and each SpinCo Company of their respective obligations thereunder and the consummation by each Retained GPC Entity and each SpinCo Company of the Contemplated Transactions either have been or will be duly authorized by all requisite corporate proceedings or similar action on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required each Retained GPC Entity and each SpinCo Company. (c) This Agreement has been duly executed and delivered by Applicable Law. The Company Stockholder Approval GPC and SpinCo and (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, the other Parties) this Agreement constitutes a legal, valid and binding agreement obligation of the Company GPC and SpinCo, enforceable against GPC and SpinCo in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity). Each Transaction Document will be duly executed and delivered by each Retained GPC Entity and each SpinCo Company party thereto and (assuming due authorization, execution and delivery by the other parties thereto) each Transaction Document will constitute, a legal, valid and binding obligation of each Retained GPC Entity and each SpinCo Company party thereto or contemplated to be party thereto, enforceable against each such Retained GPC Entity or SpinCo Company in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Applicable Law Laws relating to or affecting creditors’ rights generally and by subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity). (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated by this Agreement (including, in the case of Parent, the entry into the New CVR Agreement at or immediately prior to the Merger Effective Time) are within the corporate powers and authority of each of Parent and Merger Sub and, except for the Parent Stockholder Approval and the other required approval of the stockholder of Merger Sub in connection with the transactions contemplated hereby by this Agreement (including the Merger), have been duly authorized by all necessary corporate action on the part of the Company, Parent and no other corporate proceedings on the part Merger Sub. The affirmative vote of at least a majority of the Company are necessary to authorize this Agreement, votes cast by holders of outstanding shares of Parent Common Stock at a duly called and held meeting of Parent’s stockholders at which a quorum is present approving the Offer or issuance of shares of Parent Common Stock in connection with the Merger or to consummate (the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL“Parent Share Issuance”) is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the MergerMerger (the “Parent Stockholder Approval”). Assuming This Agreement has been duly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement the Company) constitutes a valid valid, legal and binding agreement of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its termsterms (subject to the Bankruptcy and Equity Exceptions), except as such enforceability may and the New CVR Agreement will, at the time of its execution by Parent, be limited duly executed and delivered by bankruptcyParent and constitute a valid, insolvency, moratorium legal and other similar Applicable Law affecting creditors’ rights generally binding agreement of Parent enforceable against Parent in accordance with its terms (subject to the Bankruptcy and by general principles of equityEquity Exceptions). (b) At a meeting duly called and held, prior to the execution Board of this Agreement, at which all directors Directors of the Company were present and voting in favor, the Company Board duly Parent adopted resolutions (i) declaring determining that this Agreement, the Merger Agreement and the other transactions contemplated hereby (including the Parent Share Issuance) are fair to, advisable to and in the best interests of the Company’s Parent and its stockholders, (ii) approving approving, adopting and declaring advisable 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby and thereby(including the Parent Share Issuance), (iii) directing that the approval of the Parent Share Issuance be submitted to a vote at a meeting of Parent’s stockholders and (iv) making recommending approval of the Parent Share Issuance by Parent’s stockholders (such recommendation, the “Parent Board Recommendation”). Except as permitted by Section 7.02, the Board Recommendation; and such board resolutions have of Directors of Parent has not been subsequently rescinded, modified or withdrawn in any wayof the foregoing resolutions. (c) Assuming accuracy The Board of the representations and warranties Directors of Parent in Section 6.07, no party to Merger Sub has unanimously adopted resolutions (i) determining that this Agreement is an “interested and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of Merger Sub and its stockholder” , (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Merger), (iii) directing that the approval and adoption of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires this Agreement be submitted to a vote of the stockholders Merger Sub’s stockholder and (iv) recommending approval and adoption of the Company to approve the Offerthis Agreement by Merger Sub’s stockholder.

Corporate Authorization. (a) The Company Board of Directors or comparable governing body of each of Buyer and Merger Sub has all approved and adopted this Agreement and the transactions contemplated hereby in accordance with applicable Laws. Buyer, as the sole stockholder of Merger Sub, has approved and adopted this Agreement in accordance with the DGCL. Each of Buyer and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and each other Transaction Document to which it is a party and to consummate the Merger and the other transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company Buyer and Merger Sub of this Agreement and each other Transaction Document to which either is a party and the consummation by the Company Buyer and Merger Sub of the Merger and the other transactions contemplated hereby and thereby, including the Merger, have been duly authorized by all necessary corporate corporate, limited liability company or partnership action on the part of the CompanyBuyer and Merger Sub, and no other corporate proceedings further action or proceeding is required on the part of the Company are necessary Buyer or Merger Sub, or their respective boards of directors or stockholders, to authorize this Agreement, the Offer Agreement and each other Transaction Document to which either is a party or the Merger or to consummate consummation of the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of including the Merger. This Agreement and each of the Transaction Documents to which Buyer or Merger Sub is a party has been or, to the extent applicable, will be duly and validly executed and delivered by Buyer and Merger Sub. Assuming the due authorization, execution and delivery by the other Parties and the validity and binding effect hereof by Parent, Ultimate Parent and Merger Subsidiaryon the other Parties, this Agreement and each of the Transaction Documents to which Buyer or Merger Sub are a party constitutes a or, to the extent applicable, will constitute the legal, valid and binding agreement obligation of the Company each of Buyer and Merger Sub enforceable against the Company it in accordance with its terms, in each case except as such enforceability may be limited by bankruptcy, insolvency, moratorium the Laws of general application relating to bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger insolvency and the relief of debtors and rules of Law governing specific performance, injunctive relief or 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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 wayequitable remedies. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company Each of Parent and ▇▇▇▇▇▇ Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated herebyTransactions. 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 Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (subject, with respect to Merger Sub, only to approval by its sole stockholder, which will be effected by written consent immediately following the Companyexecution and delivery of this Agreement), and no other corporate proceedings on the part of the Company Parent and Merger Sub are necessary to authorize the execution and delivery of this Agreement, the Offer Agreement or the for each of Parent and Merger or Sub to consummate the Transactions (other transactions contemplated hereby, subjectthan, with respect to the Merger, to receipt the filing of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if Certificate of Merger and other recordings or filings required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection DGCL with the consummation Delaware Secretary of the MergerState). Assuming the due authorization, execution and delivery hereof by Parentthe Company of this Agreement, Ultimate this Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇ and Merger Sub and constitutes the legal, valid and binding obligation of each of Parent and Merger SubsidiarySub, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company each of them 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 equitysubject to the Enforceability Exceptions. (b) At a meeting duly called and held, prior to the execution The board of this Agreement, at which all directors of the Company were present each of Parent and voting in favor, the Company Board ▇▇▇▇▇▇ Sub has duly adopted resolutions (i) declaring determining that this Agreement, the Merger Agreement and the other transactions contemplated hereby Transactions are fair to, advisable and in the best interests of the Company’s stockholdersParent, Merger Sub and their respective stockholders or other equityholders, as applicable, and (ii) approving adopting this Agreement and the Transactions. Parent, acting in its capacity as the sole stockholder of Merger Sub, will immediately after execution and delivery hereof approve and adopt this Agreement, 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy No vote of, or consent by, the holders of any Equity Securities of Parent (other than, for the avoidance of doubt, the consent of Parent, as the sole holder of the representations Equity Securities of Merger Sub, to adopt the Agreement) is necessary to authorize the execution, delivery and warranties performance by Parent of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” and the consummation of the Company as defined in Section 3-601 of the MGCL. No provision of the CompanyTransactions or otherwise required by Parent’s articles of incorporation organizational documents, Applicable Law or bylaws requires a vote of the stockholders of the Company to approve the Offerany Governmental Authority.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by each of Parent and the Company Merger Subs of this Agreement and each of the Transaction Documents to which such Person is a party, and the consummation by Parent and the Company Merger Subs of the Transactions, are within the powers of each of Parent and the Merger Subs and, except for the required approval and adoption of this Agreement by Parent in its capacity as the sole equityholder of the Merger and the other transactions contemplated hereby Subs, have been duly authorized by all necessary corporate action on the part of Parent and the CompanyMerger Subs. This Agreement has been duly executed and delivered by each of Parent and the Merger Subs, and no other corporate proceedings on the part each of the Company are necessary Transaction Documents to authorize this Agreement, the Offer which Parent or one of the Merger Subs is a party has been (or to consummate the other transactions contemplated herebywill be) duly executed and delivered by such Person, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval and (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent the other parties hereto and Merger Subsidiary, this Agreement thereto) each constitutes (or will constitute) a valid and binding agreement of the Company such Person enforceable against the Company such Person in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityEquity Exceptions). (b) At a meeting duly called and held, held on or prior to the execution of this Agreement, at which all directors of the Company were present and voting in favordate hereof, the Company Parent Board duly adopted resolutions (i) declaring determining that this AgreementAgreement and the Transactions (including the issuance of shares of Parent Common Stock in connection with the Integrated Mergers and the Integrated Mergers) are fair to and in the best interests of Parent’s stockholders; and (ii) approving, adopting and declaring advisable this Agreement and the Transactions (including the Integrated Mergers). (c) At a meeting duly called and held on or prior to the date hereof or by written consent in lieu of such meetings, the board of directors of Merger Sub I and the other transactions contemplated hereby managing member of Merger Sub II unanimously adopted resolutions (i) determining that this Agreement and the Transactions (including the Integrated Mergers) are fair to, advisable to and in the best interests of the Company’s stockholders, sole equityholder of such Merger Sub; (ii) approving approving, adopting and declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated hereby, Transactions (including the Integrated Mergers); (iii) taking all actions necessary so directing that this Agreement be submitted for approval and adoption by the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result sole equityholder of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and thereby, such Merger Sub; and (iv) making recommending approval and adoption of this Agreement (including the Board Recommendation; and Integrated Mergers) by the sole equityholder of such Merger Sub. (d) None of the board resolutions have not been of directors of Parent or Merger Sub I or the managing member of Merger Sub II has subsequently rescinded, modified or withdrawn in any way. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offerforegoing resolutions.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Merger Subsidiary of this Agreement Agreement, and by Parent of the Option Agreements, and the consummation by the Company Parent and Merger Subsidiary of the Merger and the other transactions contemplated hereby and thereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action on action, except for the part required approval of Parent's stockholders of (i) the Name Change Amendment (the "Name Change Amendment Approval") and (ii) the issuance of Parent Common Stock (the "Common Stock Issuance") in accordance with the rules and regulations of the CompanyNYSE (the "Common Stock Issuance Approval", and no other corporate proceedings on together with the part Name Change Amendment Approval, the "Parent Stockholder Approvals")) in each case, in connection with the Merger. The affirmative vote of holders of at least a majority of the Company are outstanding shares of Parent Common Stock in favor of the Name Change Amendment is the only vote of the holders of any of the Parent's capital stock necessary to authorize this Agreement, in connection with obtaining the Offer or Name Change Amendment. The affirmative vote in favor of the Merger or to consummate Common Stock Issuance of a majority of the other transactions contemplated hereby, subject, votes cast with respect to the Merger, to receipt Common Stock Issuance by the holders of Parent Common Stock (provided that the total number of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by votes cast in favor of or against the MGCLCommon Stock Issuance represents at least a majority of the outstanding shares of Parent Common Stock) is the only vote of the holders of any of the Company’s Parent's capital stock necessary in connection with obtaining the consummation of the MergerCommon Stock Issuance Approval. Assuming due authorization, execution and delivery hereof of this Agreement and the Option Agreements by Parent, Ultimate Parent and Merger Subsidiarythe Company, this Agreement constitutes a valid and binding agreement of the Company each of Parent and Merger Subsidiary and each Option Agreement constitutes a valid and binding agreement of Parent, in each case enforceable against the Company such party in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Law laws of general applicability relating to or affecting creditors’ ' rights generally and by to general principles equity principles. The shares of equityParent Common Stock issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) At Parent's Board of Directors, at a meeting duly called and held, held on or prior to the execution of this Agreementdate hereof, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions has (i) declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Option Agreements and the transactions contemplated hereby and therebythereby (including the Merger) are fair to and in the best interests of Parent's stockholders (and, in the case of the Name Change Amendment, declaring its advisability), (ii) approved this Agreement and the Option Agreements and the transactions contemplated hereby and thereby (including the Merger and the Common Stock Issuance), and (iviii) making the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way. resolved (csubject to Section 6.4) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the recommend approval by Parent's stockholders of the Company to approve matters constituting the OfferParent Stockholder Approvals.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Acquiror and Merger Subsidiary of this Agreement Agreement, and by Acquiror of the Option Agreement, and the consummation by the Company Acquiror and Merger Subsidiary of the Merger and the other transactions contemplated hereby and thereby are within the corporate powers of Acquiror and Merger Subsidiary and have been duly authorized by all necessary corporate action on the part action, except for any required approval by Acquiror's stockholders of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to (i) the Merger, (ii) the amendment of Acquiror's certificate of incorporation to receipt increase the authorized shares of Acquiror Common Stock and to change Acquiror's name in accordance with Section 2.01 and (iii) the issuance of Acquiror Common Stock in connection with the Merger (clauses (i), (ii) and (iii) being the "Acquiror Stockholder Approval") and except for the designation by the Board of Directors of shares of the Company Stockholder Approval if required by Applicable LawAcquiror's authorized preferred stock as Acquiror Preferred Stock. The Company Stockholder Approval (if required affirmative vote of the holders of shares of Acquiror Common Stock and shares of Class A Preferred Stock having votes representing a majority of the votes cast by the MGCL) all such shares, voting together as a single class, is the only vote of the holders of any of the Company’s Acquiror's capital stock necessary in connection with obtaining the consummation of the MergerAcquiror Stockholder Approval. Assuming due authorization, execution and delivery hereof of this Agreement and the Option Agreement by Parent, Ultimate Parent and Merger Subsidiarythe Company, this Agreement constitutes a valid and binding agreement of each of Acquiror and Merger Subsidiary and the Company Option Agreement constitutes a valid and binding agreement of Acquiror, in each case enforceable against the Company such party in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Law laws of general applicability relating to or affecting creditors’ ' rights generally and by to general principles equity principles. The shares of equityAcquiror Common Stock and Acquiror Preferred Stock issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) At Acquiror's Board of Directors, at a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions has (i) declaring that approved this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Option Agreement and the transactions contemplated hereby and therebythereby (including the Merger), and (ivii) making the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way. resolved (csubject to Section 6.04) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the recommend approval by its stockholders of the Company to approve matters constituting the OfferAcquiror Stockholder Approval.

Corporate Authorization. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement by Parent and Merger Sub, the performance of their obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, Parent and no Merger Sub. No other corporate proceedings proceeding on the part of the Company are Parent or Merger Sub is necessary to authorize the execution and delivery of this Agreement, the Offer or performance by Parent and Merger Sub of their obligations hereunder and the consummation by Parent and Merger or to consummate Sub of the other transactions contemplated hereby. This Agreement, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof by Parentthe Company, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement obligation of the Company each of Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except subject to the Enforceability Exceptions. As of the date of this Agreement, each of the Parent Board and the board of directors of Merger Sub has approved and declared advisable this Agreement and the transactions contemplated hereby. Parent, as such enforceability may be limited by bankruptcythe sole stockholder of Merger Sub, insolvencyhas approved and adopted this Agreement and the transactions contemplated hereby. The Parent Board, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At at a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present has duly and voting in favor, the Company Board duly unanimously adopted resolutions that have not been withdrawn or amended that (i) declaring determined that the terms of this Agreement, the Merger Agreement and the other transactions contemplated hereby hereby, including the Merger, are fair to, advisable and in the best interests of the Company’s of, Parent and its stockholders, (ii) approving determined that it is in the best interests of Parent and its stockholders and declared it advisable for Parent to enter into this Agreement and perform its obligations hereunder and (iii) approved the execution and delivery by Parent of this Agreement, the Merger performance by Parent of its covenants and agreements contained herein and the other consummation of the transactions contemplated herebyby this Agreement, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of including the Merger, this Agreement, upon the Tender terms and Support Agreements and subject to 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 wayconditions contained herein. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has Parent has, and at the time of its incorporation, Merger Sub will have, all requisite corporate power and authority to enter into execute and deliver this Agreement (in the case of Merger Sub, by executing and delivering the Joinder Agreement), to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement (in the case of Merger Sub, by executing and delivering the Joinder Agreement) by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub, the performance of their obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby have been (in the case of Parent) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub) duly authorized by all necessary corporate action on the part of the Company, Parent and no Merger Sub. No other corporate proceedings proceeding on the part of the Company are Parent or Merger Sub is necessary to authorize the execution and delivery of this Agreement (in the case of Merger Sub, by the execution and delivery of the Joinder Agreement), the Offer or performance by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of their obligations hereunder and the Merger or to consummate consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of the other transactions contemplated hereby. This Agreement, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof by Parentthe Company, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement obligation of Parent and, upon the execution and delivery of the Company Joinder Agreement by Merger Sub, will constitute a valid and binding obligation of Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except subject to the Enforceability Exceptions. As of the date of this Agreement, the Parent Board has, and, upon the execution and delivery of the Joinder Agreement by ▇▇▇▇▇▇ Sub, the board of director of Merger Sub will have, approved and declared advisable this Agreement and the transactions contemplated hereby. Upon the execution and delivery of the Joinder Agreement by ▇▇▇▇▇▇ Sub, Parent, as such enforceability may be limited by bankruptcythe sole stockholder of Merger Sub, insolvencywill have approved and adopted this Agreement and the transactions contemplated hereby. The Parent Board, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At at a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present has duly and voting in favor, the Company Board duly unanimously adopted resolutions that have not been withdrawn or amended that (i) declaring determined that the terms of this AgreementAgreement and the transactions contemplated hereby, including the Merger and the other transactions contemplated hereby Parent Share Issuance, are fair to, advisable and in the best interests of the Company’s of, Parent and its stockholders, (ii) approving determined that it is in the best interests of Parent and its stockholders and declared it advisable for Parent to enter into this Agreement and perform its obligations hereunder and (iii) approved the execution and delivery by Parent of this Agreement, the performance by Parent of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger and the other transactions contemplated herebyParent Share Issuance, (iii) taking all actions necessary so that upon the restrictions on business combinations terms and stockholder vote requirements subject to the conditions contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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 wayherein. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Merger Subsidiary of this Agreement Agreement, and by Parent of the Option Agreements, and the consummation by the Company Parent and Merger Subsidiary of the Merger and the other transactions contemplated hereby and thereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action on action, and, except for the part required approval of Parent's stockholders, for the issuance of Parent Common Stock (the "Common Stock Issuance") in connection with the Merger (the "Common Stock Issuance Approval" or the "Parent Stockholders Approval"), the Common Stock Issuance is in accordance with the rules and regulations of the Company, and no other corporate proceedings on the part NYSE. The affirmative vote of the Company are necessary to authorize this Agreement, holders of shares of Parent Common Stock having votes representing a majority of the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, votes cast with respect to the MergerCommon Stock Issuance, to receipt voting together as a single class, in favor of the Company Stockholder Approval if required Common Stock Issuance (provided that the total number of the votes cast in favor and against the Common Stock Issuance represents over 50% of all of votes eligible to be cast by Applicable Law. The Company Stockholder Approval (if required by the MGCLall holders of Parent Common Stock) is the only vote of the holders of any of the Company’s Parent's capital stock necessary in connection with obtaining the consummation of the MergerCommon Stock Issuance Approval. Assuming due authorization, execution and delivery hereof of this Agreement and the Option Agreements by Parent, Ultimate Parent and Merger Subsidiarythe Company, this Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary and the Company Option Agreements constitute valid and binding agreements of Parent, in each case enforceable against the Company such party in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Law laws of general applicability relating to or affecting creditors’ ' rights generally and by to general principles equity principles. The shares of equityParent Common Stock issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) At Parent's Board of Directors, at a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions has (i) declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Option Agreements and the transactions contemplated hereby and therebythereby (including the Merger) are fair to and in the best interests of Parent's stockholders, (ii) approved this Agreement and the Option Agreements and the transactions contemplated hereby and thereby (including the Merger, the Common Stock Issuance and the By-laws Amendment), and (iviii) making the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn resolved (subject to Section 6.4) to recommend that Parent's stockholders vote in any way. (c) Assuming accuracy favor of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the OfferCommon Stock Issuance.

Corporate Authorization. (a) The Company has all requisite corporate power execution and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Seller of this Agreement and each Ancillary Agreement, the performance by Seller of its obligations hereunder and thereunder and the consummation by the Company Seller of the Merger and the other transactions contemplated hereby and thereby are within Seller's powers and have been duly authorized by all necessary requisite corporate action on the part of Seller, other than the Companyadoption of this Agreement by the affirmative vote or consent of a majority of (i) the voting power of the outstanding shares of Seller Common Stock and shares of Seller Preferred Stock entitled to vote thereon (voting together as a single class), (ii) the outstanding shares of Seller Series A Preferred Stock and (iii) the outstanding shares of Seller Series B Preferred Stock. (b) This Agreement has been, and no other corporate proceedings on at the part of the Company are necessary Closing each Ancillary Agreement to authorize this Agreementwhich Seller will be a party will be, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required duly executed and delivered by Applicable LawSeller. The Company Stockholder Approval This Agreement (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger SubsidiaryBuyer) constitutes, this and each Ancillary Agreement constitutes a will constitute when executed and delivered by Seller, the legal, valid and binding agreement obligation of the Company Seller, enforceable against the Company Seller 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. (bc) At (i) the Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and heldheld on September 17, prior to 2002 (A) determined that the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby by this Agreement are fair to, advisable expedient and in the best interests of the Company’s stockholdersSeller and its Stockholders, (iiB) approving determined that 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby by this Agreement should be approved and therebydeclared advisable and (C) resolved to recommend that the Board of Directors of Seller approve and declare the advisability of this Agreement and the transactions contemplated by this Agreement, and (iviii) making the Board Recommendation; of Directors of Seller, at a meeting thereof duly called and such board resolutions have not been rescindedheld on September 17, modified or withdrawn 2002, by majority vote, in any way. (c) Assuming accuracy consideration of the representations and warranties advice of Parent in Section 6.07the Special Committee, no party to (A) determined that the transactions contemplated by this Agreement is an “interested stockholder” are expedient and in the best interests of Seller and its Stockholders, (B) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, (C) resolved to recommend that the Stockholders approve the transactions contemplated by this Agreement and adopt this Agreement and (D) established September 23, 2002 as the record date (the "RECORD DATE") for the taking of all action necessary to seek approval of the Company as defined in Section 3-601 transactions contemplated by this Agreement and adoption of this Agreement by the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a requisite vote of the stockholders of the Company to approve the OfferStockholders.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company each of Parent, Merger Sub 1 and Merger Sub 2 of this Agreement and the consummation by the Company Parent, Merger Sub 1 and Merger Sub 2 of the transactions contemplated by this Agreement are within the corporate powers of each of Parent and Merger Sub 1 and the other transactions contemplated hereby sole member of Merger Sub 2 and, except for the Parent Stockholder Approval and the required approval of the stockholders of Merger Sub 1 and the members of Merger Sub 2 in connection with the consummation of the Mergers, have been duly authorized by all necessary corporate action on the part of the CompanyParent, Merger Sub 1 and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable LawSub 2. The Company Stockholder Approval affirmative vote of a majority of all votes cast by holders of outstanding shares of Parent Common Stock at a duly called and held meeting of Parent’s stockholders at which a quorum is present approving the issuance of shares of Parent Common Stock in connection with the First Merger (if required by the MGCL“Parent Share Issuance”) is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the MergerMergers (the “Parent Stockholder Approval”). Assuming This Agreement has been duly executed and delivered by each of Parent, Merger Sub 1 and Merger Sub 2 and (assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement the Company) constitutes a valid and binding agreement of the Company each of Parent, Merger Sub 1 and Merger Sub 2 enforceable against the Company Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityEquity Exceptions). (b) At a meeting duly called and held, prior to the execution Board of this Agreement, at which all directors Directors of the Company were present and voting in favor, the Company Board duly Parent unanimously adopted resolutions (i) declaring determining that this Agreement, the Merger Agreement and the other transactions contemplated hereby (including the Parent Share Issuance) are fair to, advisable to and in the best interests of the CompanyParent’s stockholders, (ii) approving approving, adopting and declaring advisable 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby (including the Parent Share Issuance), (iii) directing that the approval of the Parent Share Issuance be submitted to a vote at a meeting of Parent’s stockholders and thereby(iv) recommending approval of the Parent Share Issuance by Parent’s stockholders (such recommendation, the “Parent Board Recommendation”). The Board of Directors of Merger Sub 1 has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the First Merger) are fair to and in the best interests of Merger Sub 1’s stockholder, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the First Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of Merger Sub 1’s stockholder, and (iv) making recommending approval and adoption of this Agreement by Merger Sub 1’s stockholder. The Board of Managers of Merger Sub 2 has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Second Merger) are fair to and in the best interests of Merger Sub 2’s member, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Second Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of Merger Sub 2’s member and (iv) recommending approval and adoption of this Agreement by Merger Sub 2’s member. Except as permitted by Section 7.02, the Board Recommendation; of Directors of each of Parent, Merger Sub 1 and such board resolutions have Merger Sub 2 has not been subsequently rescinded, modified or withdrawn in any way. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offerforegoing resolutions.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Company, SellerCo and Seller MergerCo of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by the Company Company, SellerCo and Seller MergerCo of the Merger and the other transactions contemplated hereby and thereby, are within their limited liability company power and have been duly authorized by all necessary corporate action on the part of the Company, SellerCo and Seller MergerCo subject to obtaining the Company Member Approval (as defined below) and the filing of the Certificate of Merger and Subsequent Certificate of Merger with the Secretary of the State of Delaware, and no other corporate proceedings action on the part of the Company are Company, SellerCo and Seller MergerCo is necessary to authorize the execution, delivery and performance of this Agreement, the Offer or the Merger or to consummate Agreement and the other Transaction Agreements to which it is a party and the consummation by the Company, SellerCo and Seller MergerCo of the transactions contemplated hereby, subject, with respect to the Merger, to receipt hereby and thereby. The adoption of this Agreement by a majority of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required voting interests represented by the MGCL) outstanding Class A Units and Class B Units, voting together as a single class, at a meeting of the Members or by written consent of holders of Class A Units and Class B Units representing a majority of the voting interests of the Class A Units and Class B Units, voting together as a single class, in lieu of a meeting, is the only vote of the holders of any of the Company’s capital stock Company Units necessary in connection with the consummation of the MergerMerger and the other Contemplated Transactions (the “Company Member Approval”). Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement As of the Company enforceable against date hereof, the Company Oaktree Partnership collectively holds, in the aggregate, at least 13,000 Class A Units and at least 85,398,460 Class B Units. Upon the effectiveness of the Member Written Consent by Oaktree Partnership in accordance with its termsSection 8.02(g), 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 equitythe Company Member Approval shall have been obtained unless there has been an Adverse Recommendation Change. (b) At The Special Committee at a meeting duly called and held, prior to by the execution unanimous vote of this Agreementall of its members, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that declared this Agreement, Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, advisable and in the best interests of the Company’s stockholdersCompany and the Members of the Company holding Class A Units (other than Parent, Merger Sub and their respective Affiliates, Oaktree Partnership, such Members who are also equity holders of Oaktree Partnership and holders of Restricted Units), (ii) recommended that the Company Board adopt resolutions approving this Agreement, the Merger and declaring that this Agreement and the Merger are advisable, fair to, and in the best interests of the Company and the Members of the Company holding Class A Units (other transactions contemplated herebythan Parent, Merger Sub and their respective Affiliates, Oaktree Partnership, such Members who are also equity holders of Oaktree Partnership and holders of Restricted Units), and (iii) taking all actions necessary so recommended that (A) this Agreement be submitted by the Company Board to the Members of the Company for approval and (B) the Company Board recommend that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result Members of the MergerCompany holding Class A Units (other than Parent, Merger Sub and their respective Affiliates, Oaktree Partnership, such Members who are also equity holders of Oaktree Partnership and holders of Restricted Units) adopt 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) Assuming accuracy As of the representations date of this Agreement, the Company Board, at a meeting duly called and warranties of Parent in Section 6.07held, no party to this Agreement is an “interested stockholder” acting upon the recommendation of the Company Special Committee, has, by the unanimous vote of all of the directors (including, for the avoidance of doubt, all of the Outside Directors (as defined in the Operating Agreement)), (i) determined that it is advisable, fair to, and in the best interests of, the Company and its Members that the Company enter into this Agreement, (ii) adopted, approved and declared advisable this Agreement, the other Transaction Agreements, and the Contemplated Transactions, including the Merger, and all other actions or matters necessary or appropriate to give effect to the foregoing, (iii) subject to Section 3-601 6.02, resolved to make the Company Board Recommendation and (iv) resolved that the adoption of this Agreement and the approval of the MGCL. No provision of Merger and other Contemplated Transactions be submitted for consideration by the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the OfferMembers.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby are within the corporate powers of Parent and Merger Sub and, except for the Parent Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company action. The Parent Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the Mergertransactions contemplated hereby, including the Parent Share Issuance and the Parent Charter Amendment. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this This Agreement constitutes a valid and binding agreement of the Company each of Parent and Merger Sub, enforceable against the Company Parent and Merger Sub 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 equityterms (subject to the Bankruptcy Exceptions). (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Parent Board duly adopted resolutions has unanimously (i) declaring determined that this Agreement, the Merger and the other transactions contemplated hereby this Agreement are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving has approved this Agreement, the Merger Agreement and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of including the Merger, this Agreementthe Parent Share Issuance and the Parent Charter Amendment and (ii) recommended the approval by the stockholders of Parent of the Parent Share Issuance and the Parent Charter Amendment (such recommendation, the Tender and Support Agreements and the transactions contemplated hereby and thereby, and (iv) making the “Parent Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way”). (c) Assuming accuracy Each of Parent and Direct Sale Purchaser has the necessary corporate power and authority to enter into the Separation Agreement and each Ancillary Agreement to which it is or will be a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each of Parent and Direct Sale Purchaser of the representations Separation Agreement and warranties each Ancillary Agreement to which it is or will be a party, the performance by each of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” and Direct Sale Purchaser of its obligations thereunder and the consummation by each of Parent and Direct Sale Purchaser of the Company as defined transactions contemplated thereby have been, or will be, duly authorized by all requisite action on the part of Parent and Direct Sale Purchaser. The Separation Agreement and each Ancillary Agreement will be duly executed and delivered by Parent and Direct Sale Purchaser, and (assuming due authorization, execution and delivery by the other parties thereto) the Separation Agreement and each Ancillary Agreement will constitute, a legal, valid and binding obligation of Parent and Direct Sale Purchaser, enforceable against Parent and Direct Sale Purchaser in Section 3-601 of accordance with its terms (subject to the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the OfferBankruptcy Exceptions).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Company transactions contemplated hereby are within the corporate powers of Parent and Merger Sub and, except for the Parent Shareholder Approval and the approval of the Merger and the other transactions contemplated hereby by Parent as the sole shareholder of Merger Sub, have been duly authorized by all necessary corporate action on the part of the Company, Parent. This Agreement has been duly executed and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required delivered by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement Sub and constitutes a valid and binding agreement of the Company Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Law laws relating to or affecting creditors’ rights creditors generally and or by general equity principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law). The only votes of the holders of any class or series of capital stock of Parent necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement are the affirmative votes (the “Parent Shareholder Transaction Approval”) of (i) the holders of Parent Common Stock and Parent Preferred Stock, voting together as a single class, (A) representing a majority of the votes eligible to be cast by such holders approving the amendment of Parent’s articles of incorporation in accordance with Section 7.02(a)(i)(B), (B) representing a majority of the voting power of such shares present and entitled to vote to approve the issuance of Parent Common Stock in connection with the Merger and (C) representing a majority of the voting power of such shares present and entitled to vote to approve the amendment of Parent’s bylaws in accordance with Section 7.02(a)(ii) and (ii) the holders of Parent Common Stock, voting separately as a single class, representing a majority of the votes eligible to be cast by such holders approving the amendment of Parent’s articles of incorporation to increase the number of authorized shares of Parent Common Stock in connection with the Merger. The affirmative vote (the “Parent Shareholder Charter Approval” and, together with the Parent Shareholder Transaction Approval, the “Parent Shareholder Approval”) of the holders of Parent Common Stock and Parent Preferred Stock, voting together as a single class, representing two-thirds of the votes eligible to be cast by such holders, shall be required to amend Parent’s articles of incorporation to eliminate Article V of the articles of incorporation, such that Parent’s articles of incorporation shall be in accordance with Section 7.02(a)(i)(A). (b) At a meeting duly called and held, prior to the execution Parent’s Board of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions Directors has (i) declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable to and in the best interests of the Company’s stockholdersParent and its shareholders, (ii) approving unanimously approved 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby and thereby, and (iviii) making unanimously resolved (subject to Section 7.05) to recommend that Parent’s shareholders grant the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any wayParent Shareholder Approval. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action on the part of the CompanyCompany and, except for the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the receipt of the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger Agreement or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent P▇▇▇▇▇ and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its termsterms (subject, except as such enforceability may be limited by with respect to enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Law laws affecting creditors’ rights generally and by general principles of equity). (b) At a meeting duly called and held, held on or prior to the execution of this Agreement, at which all directors of the Company were present and voting in favordate hereof, the Company Board duly adopted resolutions of Directors has unanimously (i) declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable to and in the best interests of the Company and the Company’s stockholders, (ii) approving approved, adopted and declared advisable this Agreement, the Merger Agreement and the other transactions contemplated hereby, (iii) taking all actions necessary so that resolved, to recommend the restrictions on business combinations adoption of this Agreement and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result approval of the Merger, this AgreementMerger by the stockholders of the Company (such recommendation, the Tender and Support Agreements and the transactions contemplated hereby and thereby, “Company Board Recommendation”) and (iv) making directed that the Board Recommendation; and such board resolutions adoption of this Agreement be submitted to a vote of the Company’s stockholders, each of which resolutions, as of the date hereof, have not been rescinded, modified or withdrawn in any way. (c) Assuming accuracy The affirmative vote (in person or by proxy) of the representations and warranties holders of Parent in Section 6.07a majority of the outstanding Shares, no party to this Agreement voting together as a single class (the “Company Stockholder Approval”), at the Company Stockholders’ Meeting, is an “interested stockholder” the only vote of the holders of any class or series of capital stock of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company necessary to adopt this Agreement and approve the OfferMerger and the other transactions contemplated by this Agreement.

Corporate Authorization. (a) The Company Each of Parent, Outerwall Merger Sub and Redbox Merger Sub has all requisite corporate necessary power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the Merger Transactions. The board of directors of Parent has unanimously adopted resolutions approving this Agreement and the other transactions contemplated herebyTransactions. The board of directors of Outerwall Merger Sub has unanimously adopted resolutions that: (a) approved this Agreement and the Transactions and declared it advisable to enter into this Agreement and consummate the Transactions in accordance with the DGCL and (b) recommended that Merger Sub’s sole stockholder adopt this Agreement. The board of directors of Redbox Merger Sub has unanimously adopted resolutions that: (x) approved this Agreement and the Transactions and declared it advisable to enter into this Agreement and consummate the Transactions in accordance with the DGCL and the DLLCA and (y) recommended that Redbox Merger Sub’s sole stockholder adopt this Agreement. Immediately following the execution and delivery of this Agreement, Parent, as the sole stockholder of each of Outerwall Merger Sub and Redbox Merger Sub, will adopt resolutions adopting this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, by each of Parent, Outerwall Merger Sub and Redbox Merger Sub and the consummation by the Company each of Parent, Outerwall Merger Sub and Redbox Merger Sub of the Merger and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of the CompanyParent, Outerwall Merger Sub and Redbox Merger Sub and no other corporate proceedings on the part of the Company Parent, Outerwall Merger Sub or Redbox Merger Sub are necessary to authorize this Agreement, the Offer or the Merger Agreement or to consummate the Transactions (other transactions contemplated herebythan the adoption of this Agreement by Parent, subjectas sole stockholder of each of Outerwall Merger Sub and Redbox Merger Sub, and the filing with respect to the Merger, to receipt Secretary of State of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if State of Delaware of the Outerwall Certificate of Merger and the Redbox Certificate of Merger as required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the MergerDGCL and DLLCA, as applicable). Assuming This Agreement has been duly executed and delivered by Parent, Outerwall Merger Sub and Redbox Merger Sub and, assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiarythe other parties hereto, this Agreement constitutes a legal, valid and binding agreement of the Company Parent, Outerwall Merger Sub and Redbox Merger Sub, enforceable against the Company each of Parent, Outerwall Merger Sub and Redbox Merger Sub in accordance with its termsterms and conditions, 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. (b) At a meeting duly called and held, prior subject to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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 wayEnforceability Exceptions. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company Each of Parent and Merger Sub has all requisite full corporate (or similar entity) power and authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company each of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyAncillary Agreements to which it is a party, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and thereby, has been duly and validly authorized by Parent or Merger Sub, as applicable, and no additional corporate (ivor similar entity) making authorization or consent by Parent or Merger Sub is required in connection therewith. No vote of Parent’s equityholders is required to approve this Agreement or for Parent or Merger Sub to consummate the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any waytransactions contemplated hereby. (cb) Assuming accuracy Each of the representations sole member and warranties the sole director of Parent the Merger Sub by written resolution has (i) determined that it is in Section 6.07, no party the best interests of the Merger Sub to enter into this Agreement is an “interested stockholder” and consummate the transactions contemplated hereby, including the Merger, and (ii) authorized and approved the execution, delivery and performance of this Agreement and the consummation of the Company as defined in Section 3-601 transactions contemplated hereby, including the Merger. The only approval of the MGCL. No provision holders of any class or series of the CompanyMerger Sub’s articles capital stock necessary to authorize and approve the execution, delivery and performance of incorporation or bylaws requires a vote this Agreement and the consummation of the stockholders transactions contemplated hereby, including the Merger, is the approval of the Company to approve sole member of the OfferMerger Sub, which approval has been provided by way of written resolution.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Merger Subsidiary of this Agreement and each other Transaction Document to which Parent or Merger Subsidiary is or will be a party and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby are within its corporate powers, and, except for the approval of the issuance of the shares of Parent Stock to be issued pursuant to Article 2 (the “Parent Stock Issuance”) by a majority of the votes cast at a meeting of stockholders of Parent where the total vote cast with respect to such issuance represents over fifty percent in interest of the Parent Stock entitled to vote on such issuance (the “Parent Stockholder Approval”), have been duly authorized by all necessary corporate action on the part of the Company, Parent and Merger Subsidiary and no other corporate corporate, shareholder or other similar proceedings on the part of the Company Parent or Merger Subsidiary are necessary to authorize this Agreement, the Offer Agreement or the Merger any other Transaction Document or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt hereby or thereby. This Agreement and each of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) other Transaction Documents to which Parent or Merger Subsidiary is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorizationor will be a party constitutes, execution or will when executed and delivery hereof by Parentdelivered constitute, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company Parent and Merger Subsidiary, as applicable, enforceable against the Company Parent and Merger Subsidiary, as applicable, in accordance with its terms, except as such to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Applicable Law laws from time to time in effect affecting generally the enforcement of creditors’ rights generally and by remedies and (ii) general principles of equity, whether in a proceeding at law or in equity. (b) At a meeting duly called and held, prior to the execution Parent’s Board of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions Directors has (i) declaring ). unanimously determined that this Agreement, the Merger Agreement and the other Transaction Documents to which Parent is a party, and the transactions contemplated hereby and thereby (including the Merger), are advisable, fair to, advisable to and in the best interests of the CompanyParent’s stockholders, (ii) approving ). unanimously approved and adopted this Agreement, the Merger Agreement and the other transactions contemplated herebyTransaction Documents to which Parent is a party, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and therebythereby (including the Merger), and (iv) making the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way. (c) Assuming accuracy iii). unanimously resolved to recommend approval of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the CompanyStock Issuance by Parent’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offerstockholders.

Corporate Authorization. (a) The Company MSLO has all requisite full corporate power and authority to enter into execute and deliver this Agreement and, subject to the approval and adoption of this Agreement by the affirmative vote at the MSLO Stockholders Meeting, or any adjournment or postponement thereof, of (i) holders of at least a majority in combined voting power of the outstanding MSLO Class A Common Stock and MSLO Class B Common Stock and (ii) holders of at least fifty percent (50%) in combined voting power of the outstanding MSLO Class A Common Stock and MSLO Class B Common Stock not owned directly or indirectly, by M▇▇▇▇▇ ▇▇▇▇▇▇▇ and her Affiliates (the “MSLO Stockholder Approval”), to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company MSLO of this Agreement and the consummation by the Company MSLO of the Merger and the other 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 board of directors of MSLO (the “MSLO Board”). The MSLO Board, acting upon the recommendation of the CompanySpecial Committee, has, by resolutions duly adopted by a vote of all members of the MSLO Board other than M▇▇▇▇▇ ▇▇▇▇▇▇▇ (who recused herself), (i) determined that this Agreement and the transactions contemplated hereby, including the MSLO Merger, are fair to, and in the best interests of, MSLO and its stockholders, (ii) approved and adopted this Agreement, including the MSLO Merger, (iii) approved and declared advisable the execution, delivery and performance by MSLO of this Agreement and the consummation of the transactions contemplated hereby, and (iv) recommended that the stockholders of MSLO adopt this Agreement and approve the transactions contemplated by this Agreement. Other than the MSLO Stockholder Approval, no other corporate proceedings on the part of MSLO or any other vote by the Company holders of any class or series of capital stock of MSLO are necessary to authorize the execution, delivery or performance of this Agreement, the Offer or the Merger Agreement or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company . The MSLO Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any securities of MSLO or any of the Company’s capital stock MSLO Subsidiaries necessary in connection with to approve and adopt this Agreement, the consummation of MSLO Merger and the Mergerother transactions contemplated hereby. Assuming This Agreement has been duly executed and delivered by MSLO and, assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiaryeach of the other parties hereto, this Agreement constitutes a the legal, valid and binding agreement obligation of the Company MSLO, enforceable against the Company MSLO in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar Applicable Law laws affecting creditors’ rights generally and by general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by each of Buyer and Buyer Guarantor of each of the Company of this Agreement Transaction Agreements to which it is or will be a party and the consummation by the Company each of Buyer and Buyer Guarantor of the Merger and the other transactions contemplated hereby thereby are within its corporate powers and, except for the required approval of Buyer Guarantor’s shareholders in connection with the consummation of the transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, Buyer and no other corporate proceedings on the part Buyer Guarantor. The affirmative vote of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt holders of 66 2/3% of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) outstanding shares of Buyer Guarantor’s capital stock, voting as a single class, is the only vote of the holders of any of the CompanyBuyer Guarantor’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof transactions contemplated by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes (the “Required Shareholder Approval”). The shares of Buyer Guarantor held by Buyer Guarantor’s shareholders that delivered the Voting Commitment constitute 63.1% of the outstanding shares of Buyer Guarantor. Each Transaction Agreement to which Buyer or Buyer Guarantor is or will be a party constitutes, or will constitute when executed, a valid and binding agreement of the Company Buyer or Buyer Guarantor, as applicable, enforceable against the Company Buyer or Buyer Guarantor, as applicable, 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 equitythe Enforceability Exceptions. (b) At a meeting duly called and held, prior to the execution Buyer Guarantor’s Board of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions Directors has (i) declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable to and in the best interests of the CompanyBuyer Guarantor’s stockholdersshareholders, (ii) approving unanimously approved, adopted and declared advisable 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby and thereby, (iii) unanimously resolved to recommend approval and (iv) making the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way. (c) Assuming accuracy adoption of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offerby its shareholders.

Corporate Authorization. (a) The Company Each of the Parent Parties has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the Merger and the other transactions contemplated herebyhereby and thereby, in the case of the Merger, subject to receipt of the Parent Shareholder Approval. The execution, execution and delivery and performance by each of the Company Parent Parties of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Company each of the Merger and Parent Parties of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and no such Parent Party. No other corporate proceedings on the part of the Company such Parent Party are necessary to authorize this Agreement, the Offer Agreement or the Merger Ancillary Agreements to which it is a party or to consummate the other transactions contemplated herebyby this Agreement (other than the Parent Shareholder Approval) or the Ancillary Agreements. This Agreement and the Ancillary Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, subject, with respect to assuming the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate each of the other parties hereto and thereto (other than a Parent and Merger SubsidiaryParty), this Agreement constitutes and the Ancillary Agreements to which such Parent Party is a party constitute a legal, valid and binding agreement obligation of the Company such Parent Party, enforceable against the Company such Parent Party in accordance with its their respective 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 equitysubject to the Enforceability Exceptions. (b) At a meeting By resolutions duly called adopted (and heldnot thereafter modified or rescinded) by unanimous vote of Parent’s Board of Directors, prior to Parent’s Board of Directors has (i) approved the execution execution, delivery and performance by Parent of this Agreement, at the Ancillary Agreements to which all directors it is a party and the consummation of the Company were present transactions contemplated hereby and voting in favorthereby, including the Company Board duly adopted resolutions Merger, on the terms and subject to the conditions set forth herein and therein; (iii) declaring determined that this Agreement, the Merger and the other transactions contemplated hereby are fair toAncillary Agreements to which it is a party, 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and fair to and in the best interests of Parent and Parent’s shareholders; (iii) reserved, or caused Domesticated Parent to reserve, from its duly authorized capital stock, not less than 100% of the Aggregate Merger Consideration, and (iv) making directed that the adoption of this Agreement be submitted to Parent’s shareholders for consideration and recommended that all of Parent’s shareholders adopt and approve each of the Parent Proposals (“Parent Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way”). (c) Assuming accuracy of the representations By resolutions duly adopted (and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation not thereafter modified or bylaws requires a rescinded) by unanimous vote of the stockholders Domestication Sub’s Board of Directors, the Domestication Sub’s Board of Directors has unanimously (i) approved the execution, delivery and performance by Domestication Sub of this Agreement, the Ancillary Agreements to which it is a party and the consummation of the Company transactions contemplated hereby and thereby, including the Domestication, on the terms and subject to approve the Offerconditions set forth herein and therein; and (ii) determined that this Agreement, the Ancillary Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and fair to and in the best interests of Domestication Sub and Domestication Sub’s sole shareholder; (d) By resolutions duly adopted (and not thereafter modified or rescinded) by unanimous vote of the Merger Sub’s Board of Directors, the Merger Sub’s Board of Directors has unanimously (i) approved the execution, delivery and performance by M▇▇▇▇▇ Sub of this Agreement, the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; and (ii) determined that this Agreement, the Ancillary Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and fair to and in the best interests of Merger Sub and M▇▇▇▇▇ Sub’s sole shareholder.

Corporate Authorization. (a) The Company Each of Parent and Merger Sub has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and, subject to the adoption of this Agreement by Parent, the sole stockholder of Merger Sub (the “Merger Sub Stockholder Approval”), which adoption Parent shall cause to occur immediately following the execution of this Agreement, and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Merger Sub of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyParent and Merger Sub, and no other corporate proceedings actions on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement, the Offer Agreement or to consummate the Merger or to consummate the other transactions contemplated hereby, subject, with respect to in the case of the Merger, to receipt obtaining the Merger Sub Stockholder Approval and the filing of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by Certificate of Merger with the MGCL) is the only vote Secretary of State of the holders State of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company Delaware 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 equitythe DGCL. (b) At The Board of Directors of Merger Sub, at a meeting duly called and heldheld or by written consent, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly has adopted resolutions (i) declaring that approved and declared this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of Merger Sub and its stockholder and the Company’s stockholdersBoard of Directors of each of Parent and Merger Sub have adopted resolutions that approved the execution, (ii) approving delivery and performance of this AgreementAgreement by Parent and Merger Sub, respectively, and the consummation of 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result . As of the Merger, date of 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 subsequently rescinded, modified or withdrawn in any waywithdrawn. (c) Assuming accuracy of This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due power and authority of, and due execution and delivery by, the representations Company, constitutes a valid and warranties binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in Section 6.07accordance with its terms, no party subject to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the OfferBankruptcy and Equity Exception.

Corporate Authorization. (a) The Company Each of the Parent Parties has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the Merger and the other transactions contemplated herebyhereby and thereby, in the case of the Merger, subject to receipt of the Parent Shareholder Approval. The execution, execution and delivery and performance by each of the Company Parent Parties of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Company each of the Merger and Parent Parties of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and no such Parent Party. No other corporate proceedings on the part of the Company such Parent Party are necessary to authorize this Agreement, the Offer Agreement or the Merger Ancillary Agreements to which it is a party or to consummate the other transactions contemplated herebyby this Agreement (other than, subjectin the case of the Domestication and the Merger, the receipt of the Parent Shareholder Approval) or the Ancillary Agreements. This Agreement and the Ancillary Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Ancillary Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. Approval of (i) the Parent Certificate of Incorporation and Parent Bylaws requires a special resolution under Cayman Islands Law, being an affirmative vote of the holders of a majority of at least two-thirds of the outstanding Parent Common Shares entitled to vote, who attend and vote thereupon (as determined in accordance with the Parent Articles), (ii) this Agreement, the Merger, the Issuance Proposal, the Board Proposal, the LTIP Proposal, and the Adjournment Proposal are subject to the passing of, in each case, an ordinary resolution under Cayman Islands Law, being an affirmative vote of the holders of at least a majority of the outstanding Parent Common Shares entitled to vote, who attend and vote thereupon (as determined in accordance with the Parent Articles), (iii) the Domestication, a special resolution of the holder of the Parent Class B Ordinary Share, and (iv) with respect to any other proposal proposed to the Mergerholders of Parent Common Shares, to receipt the requisite approval required under the Parent Articles, the Cayman Companies Act or any other applicable Law, in each case, at Parent’s Shareholder Meeting. The affirmative vote or written consent of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) sole shareholder of Merger Sub is the only vote of the holders of any of the CompanyMerger Sub’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, to adopt this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, approve the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests consummation 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Alcatel and Merger Subsidiary of this Agreement and the consummation by the Company Alcatel and Merger Subsidiary of the Merger and the other transactions contemplated hereby are within the powers of Alcatel and Merger Subsidiary and have been duly authorized by all necessary corporate action on or other action, except for the part affirmative vote of the Companyholders representing more than 50% (in the case of clause (iv) below) or two-thirds (in the case of clauses (i)-(iii) below), as applicable, of the voting rights attached to the Alcatel Ordinary Shares cast at the Alcatel Shareholder Meeting (as defined in Section 6.04), authorizing and approving: (i) the issuance of Alcatel Ordinary Shares in connection with the Merger pursuant to L225-148 of the French Commercial Code, (ii) the issuance of ADSs and Alcatel Ordinary Shares for delivery upon the exercise or settlement of Lucent Stock Options or instruments, and no other corporate proceedings on upon exercise or conversion of Lucent Warrants, Lucent Convertible Debt and Lucent Stock-Based Accounts, (iii) the part adoption of the Company are necessary New Alcatel By-Laws, and (iv) the election of the members of the Board of Directors contemplated by Section 2.02(a) (collectively, the "Alcatel Shareholder Approval"). This Agreement has been duly and validly executed and delivered by each of Alcatel and Merger Subsidiary and, assuming that this Agreement constitutes the valid and binding agreement of Lucent, constitutes a valid and binding agreement of each of Alcatel and Merger Subsidiary enforceable against such party in accordance with its terms. The ADSs and the underlying Alcatel Ordinary Shares issued pursuant to authorize the Merger, when issued in accordance with the terms of this Agreement, the Offer or the Merger or to consummate the other transactions contemplated herebywill be duly authorized, subjectvalidly issued and fully paid (and, with respect to the ADSs nonassessable), and not subject to preemptive rights. (b) Alcatel's Board of Directors, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are in the best interests of Alcatel, (ii) duly and validly approved and adopted this Agreement and the transactions contemplated hereby (including the Merger), and (iii) resolved (subject to receipt Section 6.04) to recommend to its shareholders the approval of the Company Stockholder matters constituting the Alcatel Shareholder Approval. (c) The Alcatel Shareholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any class or series of the Company’s Alcatel's capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company under applicable law to approve and adopt the Offermatters constituting the Alcatel Shareholder Approval.

Corporate Authorization. (a) The Company Each Seller has all requisite full corporate power and authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the Merger transactions contemplated hereby and thereby. Sellers, with the assistance of financial and legal advisers, conducted an arms’ length marketing process of the Business, out of which Buyer’s bid was selected as the best offer for the Business and the Purchase Price represents the fair market value of the Purchased Assets. The special committee of the Parent’s board of directors (the “Special Committee”) has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the sale of Purchased Assets contemplated by this Agreement (the “Asset Sale”) is advisable and in the best interests of Sellers, Sellers’ Affiliates and their constituencies including creditors and Parent’s stockholders, and (B) the Purchase Price to be received by Sellers is fair to Sellers, Sellers’ Affiliates and their constituencies including creditors and Parent’s stockholders, (ii) recommended that the boards of directors of Parent and the other Sellers approve and adopt this Agreement and approve the Asset Sale and the other transactions contemplated hereby. The execution, delivery and performance (iii) recommended approval and adoption by the Company stockholders of Parent of this Agreement and the consummation transactions contemplated hereby. The board of directors of Parent (the “Parent Board”) has, by resolutions duly adopted by unanimous vote of its members, approved and adopted this Agreement, approved the Company Asset Sale and the transactions contemplated hereby and has recommended that the Parent’s stockholders approve and adopt this Agreement and approve the Asset Sale and the transactions contemplated hereby at the Stockholders Meeting, which will be held in accordance with the provisions of Section 5.05. In connection with the foregoing, the Parent Board has taken such actions and votes as are necessary (if any) on its part to render the provisions of Section 203 of the Merger Delaware General Corporation Law and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Asset Sale and the transactions contemplated by this Agreement. The board of directors and stockholders of each Seller (other than Parent’s stockholders) have duly approved this Agreement and all other Ancillary Agreements to which it is a party and have duly authorized the execution and delivery of this Agreement and all other Ancillary Agreements to which it is a party and the consummation of the Asset Sale and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on and thereby. Subject only to the part approval of the CompanyAsset Sale by the holders of a majority of the outstanding shares of Parent Common Stock, and no other corporate proceedings on the part of the Company any Seller are necessary to approve and authorize the execution and delivery of this Agreement, the Offer Agreement or the Merger or other Ancillary Agreements to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) which a Seller is the only vote of the holders of any of the Company’s capital stock necessary in connection with a party and the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger Asset Sale and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and thereby. This Agreement and all other Ancillary Agreements to which a Seller is a party have been duly executed and delivered by such Seller and constitute the valid and binding agreements of such Seller, and (iv) making the Board Recommendation; and enforceable against such board resolutions have not been rescinded, modified or withdrawn Seller in any wayaccordance with their terms. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company Each of the Parent Parties has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the Merger and the other transactions contemplated herebyhereby and thereby subject in the case of the Merger to receipt of the Parent Stockholder Approval. The execution, execution and delivery and performance by each of the Company Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company each of the Merger and Parent Parties of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and no such Parent Party. No other corporate proceedings on the part of the Company such Parent Party are necessary to authorize this Agreement, the Offer Agreement or the Merger Additional Agreements to which it is a party or to consummate the other transactions contemplated herebyby this Agreement (other than, subject, with respect to in the case of the First Merger, to the receipt of the Company Parent Stockholder Approval if required Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by Applicable Lawsuch Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The Company affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Approval Meeting, assuming a quorum is present (if required by the MGCL) “Parent Stockholder Approval”), is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with to adopt this Agreement and approve the Mergers and the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder . The affirmative vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result written consent of the Merger, this Agreement, sole stockholder of Merger Sub I is 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a only vote of the stockholders holders of any of Merger Sub I’s capital stock necessary to adopt this Agreement and approve the Mergers and the consummation of the Company other transactions contemplated hereby. The affirmative vote or written consent of the sole unitholder of Merger Sub II is the only vote of the holders of any of Merger Sub II’s units necessary to adopt this Agreement and approve the OfferMergers and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) The Company Each of Arena, Newco, Merger Sub 1 and Merger Sub 2 has all the requisite corporate power or limited liability company powers and authority (as applicable) to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party and, subject to the receipt of the Arena Stockholder Approval, to consummate the Merger Mergers and the other transactions contemplated herebyTransactions. The execution, delivery and performance by the Company Arena, Newco, Merger Sub 1 and Merger Sub 2 of this Agreement and the consummation by the Company Arena, Newco, Merger Sub 1 and Merger Sub 2 of the Merger and the other transactions contemplated hereby are within each of Arena’s, Newco’s, Merger Sub 1’s and Merger Sub 2’s corporate or limited liability company powers (as applicable) and, except for the Arena Stockholder Approval, have been duly authorized by all necessary corporate or limited liability company action on the part of the CompanyArena, Newco, Merger Sub 1 and Merger Sub 2, as applicable. The execution, delivery and performance of each other Transaction Document to which Arena, Newco, Merger Sub 1 and Merger Sub 2 is or will be a party by Arena, Newco, Merger Sub 1 and Merger Sub 2, and no other the consummation of the transactions contemplated thereby, are within each of Arena’s, Newco’s, Merger Sub 1’s and Merger Sub 2’s corporate proceedings or limited liability company powers (as applicable) and have been, or will be prior to their execution, delivery and performance, duly authorized by all necessary corporate or limited liability company action on the part of the Company are necessary to authorize this AgreementArena, the Offer or the Newco, Merger or to consummate the other transactions contemplated herebySub 1 and Merger Sub 2, subject, with respect to the Merger, to receipt as applicable. The affirmative vote of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by holders of a majority of the MGCL) issued and outstanding shares of Arena Common Stock is the only vote of the holders of any of Arena Securities necessary to adopt the Company’s capital stock necessary in connection with Agreement and the consummation of other Transaction Documents and for Arena, Newco, Merger Sub 1 and Merger Sub 2 to consummate the MergerMergers and the other Transactions (the “Arena Stockholder Approval”). Assuming due authorization, and valid execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiaryeach other party hereto, this Agreement constitutes a valid and binding agreement of the Company Arena, Newco, Merger Sub 1 and Merger Sub 2, enforceable against each of Arena, Newco, Merger Sub 1 and Merger Sub 2 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 (collectively, the Company “Enforceability Exceptions”)). Assuming due and valid execution by each other party thereto, each other Transaction Document to which Arena, Newco, Merger Sub 1 or Merger Sub 2 is or will be a party constitutes or, upon the execution and delivery thereof by Arena, Newco, Merger Sub 1 and Merger Sub 2, as applicable, shall constitute, a valid and binding agreement of Arena, Newco, Merger Sub 1 and Merger Sub 2, as applicable, enforceable against each of Arena, Newco, Merger Sub 1 and Merger Sub 2, as applicable, 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 equitysubject to the Enforceability Exceptions. (b) At a meeting duly called and held, prior to the execution Board of this Agreement, at which all directors Directors of the Company were present and voting in favor, the Company Board duly adopted resolutions Arena has unanimously (i) declaring determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and it is in the best interests of the Company’s stockholdersArena and its stockholders to enter into this Agreement, (ii) approving approved, adopted and declared advisable this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that approved the restrictions on business combinations execution, delivery and stockholder vote requirements contained in the Maryland Business Combination Act performance by Arena of this Agreement and the Maryland Control Share Acquisition Act will not apply with respect to or as a result consummation of the MergerTransactions, this Agreement, including the Tender and Support Agreements and the transactions contemplated hereby and therebyMergers, and (iv) making the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way. (c) Assuming accuracy recommended adoption of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of by the stockholders of Arena (such recommendation, the Company to approve the Offer“Arena Board Recommendation”).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company each Seller of this Agreement, the XIP Purchase Agreement (to the extent such Seller is a party) and the Ancillary Agreements to which such Seller is a party, and the consummation by the Company such Seller of the Merger and the other transactions contemplated hereby and thereby, are within such Seller’s corporate powers and have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Mergersuch Seller. Assuming the due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiarythe other parties hereto, this Agreement constitutes a valid and binding agreement of the Company each Seller, enforceable against the Company such Seller in accordance with its terms, terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Law laws of general applicability relating to or affecting creditors’ rights generally creditor’s rights, and to general equitable principles). The board of directors of each Seller has adopted resolutions approving the execution, delivery and performance by general principles of equity. (b) At a meeting duly called and held, prior to the execution it of this Agreement, at which all directors of the Company were present and voting in favor, XIP Purchase Agreement (to the Company Board duly adopted resolutions (iextent such Seller is a party) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair toAncillary Agreements to which such Seller is a party, 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result consummation by such Seller of 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 which resolutions have not been subsequently rescinded, modified or withdrawn in any waywithdrawn. Each Seller has duly executed this Agreement, the XIP Purchase Agreement (to the extent such Seller is a party) and the applicable Ancillary Agreements to which it is a party. (cb) Assuming accuracy The board of directors of XC has unanimously (i) determined that it is in the best interests of the representations and warranties shareholders of Parent in Section 6.07, no party XC to enter into this Agreement and (ii) duly authorized and approved the execution, delivery and performance by XC of this Agreement, the XIP Purchase Agreement and the Ancillary Agreements to which XC is an “interested stockholder” a party, and the consummation by such Seller of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offertransactions contemplated hereby and thereby.

Corporate Authorization. (a) The Company Parent has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby subject to obtaining the Parent Requisite Stockholder Vote. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Parent Board. The Parent Board has, by resolutions duly adopted, unanimously determined that this Agreement and the transactions contemplated hereby are in the best interests of Parent and its stockholders, has approved this Agreement and the Merger, upon the terms and subject to the conditions set forth herein, approved the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions to which it is a party contemplated hereby, upon the terms and subject to the conditions set forth herein and resolved, subject to Section 5.5, to recommend approval of each of the matters constituting the Parent Requisite Stockholder Vote by the stockholders of Parent (such recommendation, the “Parent Board Recommendation”) and that such matters and recommendation be submitted for consideration at a duly held meeting of the stockholders of Parent for a vote for such purposes (the “Parent Stockholders Meeting”). Except for approval of the Share Issuance, at a meeting where holders of at least 50% of the total outstanding shares of Parent Common Stock are represented and voting, the affirmative vote of holders representing at least 50% of the shares of Parent Common Stock voting at such meeting entitled to vote on such issuance (the “Parent Requisite Stockholder Vote”), no other corporate proceedings on the part of Parent or any other vote by the holders of any class or series of capital stock of Parent are necessary to approve this Agreement or to consummate the transactions contemplated hereby. The stockholders of Parent have no dissenters’ or appraisal rights in connection with the Merger and or the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by Parent and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of Parent, enforceable against 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 such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”). (c) Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby. The execution, delivery and performance by the Company Merger Sub of this Agreement and the consummation by the Company Merger Sub of the Merger and the other transactions to which it is a party contemplated hereby have been duly authorized and validly authorized. and approved by all necessary the board of directors and the sole stockholder of Merger Sub. The board of directors of Merger Sub has determined that this Agreement and the transactions contemplated hereby are in the best interests of Merger Sub and its sole stockholder and has approved and adopted this Agreement. No other corporate action proceeding on the part of the Company, and no other corporate proceedings on the part of the Company are Merger Sub is necessary to authorize approve or adopt this Agreement, the Offer or the Merger Agreement or to consummate the other transactions contemplated hereby, subject, with respect to hereby (except for the filing of the Certificate of Merger, to receipt of the Company Stockholder Approval if as required by Applicable applicable Law). The Company Stockholder Approval (if required This Agreement has been duly executed and delivered by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming Merger Sub and, assuming due authorizationpower and authority of, and due execution and delivery hereof by Parentby, Ultimate Parent and Merger Subsidiarythe other parties hereto, this Agreement constitutes a valid and binding agreement obligation of the Company Merger Sub, enforceable against the Company Merger Sub 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. (b) At a meeting duly called and held, prior subject to the execution of this Agreement, at which all directors of the Company were present Bankruptcy and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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 wayEquity Exception. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Each of the Company and Delaware Merger Sub has all requisite necessary corporate power and corporate authority to enter into and to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by each of the Company and Delaware Merger Sub of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, the Board of Directors of the Company, Delaware Merger Sub and no other corporate proceedings on the part Board of Directors of Delaware Merger Sub. This Agreement constitutes the legal, valid and binding obligation of each of the Company are necessary to authorize this Agreementand Delaware Merger Sub, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt enforceable against each of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval and Delaware Merger Sub in accordance with its terms, subject to (if required by i) the MGCL) affirmative vote of the holders of a majority of the outstanding shares of Common Stock, which is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against necessary to approve the principal terms of the Reincorporation Merger (the “Company Shareholder Approval”), (ii) the affirmative vote or consent of the Company in accordance as the sole stockholder of Delaware Merger Sub, which is the only vote or consent of the holders of any of the capital stock of Delaware Merger Sub necessary to adopt this Agreement with its termsrespect to the Reincorporation Merger (and which shall occur immediately following the execution of this Agreement and evidence of which shall be provided to Parent on the date hereof), except as such enforceability may be limited by (iii) following the Reincorporation Closing, the affirmative vote or consent of the holders of a majority of the outstanding shares of ESS Delaware Common Stock, which is the only vote or consent of the holders of any of the capital stock of ESS Delaware necessary to adopt this Agreement with respect to the Merger (the “ESS Delaware Stockholder Approval”), (iv) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, moratorium and (v) rules of law governing specific performance, injunctive relief and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityequitable remedies. (b) At a meeting The Board of Directors of the Company, and any applicable special committee of the Board of Directors, by resolutions duly adopted at meetings duly called and held, prior have (A) determined that entry into this Agreement and consummation of the transactions contemplated by this Agreement are fair to and in the execution best interests of the Company and the shareholders of the Company, (B) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, at which all directors including the Reincorporation Merger and the Merger, and (C) recommended in accordance with applicable law that the shareholders of the Company were present vote in favor of approval of the principal terms of both the Reincorporation Merger and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby by this Agreement (the “Company Recommendation”). (c) The Board of Directors of Delaware Merger Sub, by resolutions duly adopted, has (A) determined that entry into this Agreement and consummation of the transactions contemplated by this Agreement are fair to, advisable to and in the best interests of Delaware Merger Sub and the Company’s stockholdersstockholder of Delaware Merger Sub and, following the Effective Time of the Reincorporation Merger, the stockholders of ESS Delaware, (iiB) approving approved and declared advisable 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby by this Agreement, including the Reincorporation Merger and therebythe Merger, (C) recommended in accordance with applicable law that the Company as the sole stockholder of Delaware Merger Sub adopt this Agreement with respect to the Reincorporation Merger, and (ivD) making subject to the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way. (c) Assuming accuracy occurrence of the representations and warranties of Parent Reincorporation Closing, recommended in Section 6.07accordance with applicable law that, no party to this Agreement is an “interested stockholder” following the Effective Time of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of Reincorporation Merger, the stockholders of ESS Delaware adopt the Company Merger Agreement with respect to approve the OfferMerger (the “ESS Delaware Recommendation”).

Corporate Authorization. (a) The Company Each of Parent and M▇▇▇▇▇ Sub has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and, subject to obtaining Parent Shareholder Approval and approval of this Agreement by Parent, as the sole stockholder of Merger Sub, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by P▇▇▇▇▇ and M▇▇▇▇▇ Sub of this Agreement, and the Company consummation by them of the transactions contemplated hereby, have been duly authorized and adopted by the Parent Board and the board of directors of Merger Sub, respectively. Except for (i) obtaining the affirmative vote of the majority of the votes cast by Parent Shareholders present and entitled to vote (A) approving the issuance of Parent Ordinary Shares to be represented by Parent ADSs in connection with the Merger, (B) approving the Chairman Appointment and (C) any other resolutions required by Law or the rules and regulations of the Nasdaq Capital Market (“Nasdaq”) or other listing authority (the “Parent Shareholder Approval”), (ii) obtaining the approval of this Agreement by P▇▇▇▇▇ as the sole stockholder of Merger Sub and (iii) filing the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by the Company it of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby. This Agreement has been duly executed and delivered by P▇▇▇▇▇ and Merger Sub and, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof of this Agreement by Parentthe other parties hereto, Ultimate constitutes a legal, valid and binding obligation of Parent and Merger SubsidiarySub, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company such parties in accordance with its terms, except as that such enforceability may be limited by bankruptcythe Bankruptcy and Equity Exception. The Parent Ordinary Shares to be issued in connection with the Merger (and to be represented by Parent ADSs delivered to holders of Company Common Stock) will be issued fully-paid, insolvency, moratorium free from all and other similar Applicable Law affecting creditors’ any rights generally of pre-emption to which the members of the Parent may be entitled (whether arising by virtue of the United Kingdom’s Companies Act 2006 or otherwise) and by general principles will be allotted in reliance on the exception pursuant to section 565 of equitythe United Kingdom’s Companies Act 2006. (b) At a meeting duly called and held, prior to the execution of this AgreementParent Board, by resolutions duly adopted at such meeting (which all directors resolutions have not as of the Company were present and voting in favordate hereof been subsequently rescinded, the Company Board duly adopted resolutions modified or withdrawn), has (i) declaring unanimously determined that this Agreement, the terms of the Merger and the other transactions contemplated hereby are advisable, fair to, advisable to and in the best interests of the Company’s stockholdersParent Shareholders as a whole, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, (iii) unanimously resolved, subject to Section 5.4(c), to recommend that the Parent Shareholders approve (A) the issuance of Parent Ordinary Shares represented by Parent ADSs to be issued in connection with the Merger and (B) the Chairman Appointment (the “Parent Recommendation”) and (iv) directed that (A) the issuance of Parent Ordinary Shares represented by Parent ADSs in connection with the Merger and (B) the Chairman Appointment be submitted to the Parent Shareholders for approval. The board of directors of Merger Sub has adopted resolutions (A) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable, fair to and in the best interests of Merger Sub and Parent, as its sole stockholder, (B) approving this Agreement, the Merger and the other transactions contemplated herebyby this Agreement and (C) recommending that Parent, as sole stockholder of Merger Sub, approve this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of Merger Sub, for approval. The Parent and Merger Sub do not engage in any activities that would require a mandatory filing pursuant to the United Kingdom’s National Security and Investment Act 2021 (iiiincluding any related or ancillary regulations) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, transactions contemplated by 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company Each of Parent, Merger Sub and Sister Sub has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform and comply with each of its obligations under this Agreement and each Ancillary Agreement to which it is a party and, subject to the receipt of Parent Shareholder Approval, to consummate the Merger and the other transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company Parent, Merger Sub and Sister Sub of this Agreement and each Ancillary Agreement to which they are party, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Parent, Merger Sub and Sister Sub subject to the Companyreceipt of Parent Shareholder Approvals. Assuming this Agreement and each Ancillary Agreement to which Parent, Merger Sub and no other corporate proceedings on the part Sister Sub is a party has been duly authorized, executed and delivered by each of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution parties hereto and delivery hereof by Parent, Ultimate Parent and Merger Subsidiarythereto, this Agreement and each Ancillary Agreement to which Parent, Merger Sub and Sister Sub is a party constitutes a the legal, valid and binding agreement obligation of the Company Parent, Merger Sub and Sister Sub, enforceable against each of them as the Company case may be, in accordance with its terms, except subject, as such enforceability may be limited by to enforceability, to bankruptcy, insolvency, moratorium insolvency and other similar Applicable Law Laws of general applicability relating to or affecting creditors’ rights generally and by remedies and to general principles equity principles. No approval of equitythe shareholders of Parent is required to consummate the transactions contemplated hereby other than the affirmative approval of the holders of a majority of the shares of the Parent Common Stock, in accordance with NASDAQ Rule 5635(d) (the “Parent Shareholder Approval”). (b) At a meeting duly called and held, prior and upon the affirmative recommendation of the Special Committee, the Parent Board of Directors has unanimously adopted this Agreement and approved the Merger Transactions, including the issuance of Parent Common Stock pursuant to the execution terms of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company Transatlantic has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Merger and transactions to which it is a party contemplated hereby subject to obtaining the other transactions contemplated herebyTransatlantic Requisite Stockholder Vote. The execution, delivery and performance by the Company Transatlantic of this Agreement and the consummation by the Company Transatlantic of the Merger and the other 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 Transatlantic Board. The Transatlantic Board has, by resolutions duly adopted, unanimously determined that this Agreement and the transactions contemplated hereby are in the best interests of Transatlantic and its stockholders, has approved and adopted this Agreement and the plan of merger herein providing for the Merger, upon the terms and subject to the conditions set forth herein, approved the execution, delivery and performance by Transatlantic of this Agreement and the consummation of the Companytransactions to which it is a party contemplated hereby, upon the terms and subject to the conditions set forth herein and has resolved, subject to Section 5.5, to recommend approval of each of the matters constituting the Transatlantic Requisite Stockholder Vote by the stockholders of Transatlantic (such recommendation, the “Transatlantic Board Recommendation”) and that such matters and recommendation be submitted for consideration at a duly held meeting of the stockholders of Transatlantic for a vote for such purposes (the “Transatlantic Stockholders Meeting”). Except solely in the case of the Merger, 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 Company holders of any class or series of capital stock of Transatlantic are necessary to authorize approve or adopt this Agreement, the Offer or the Merger Agreement or to consummate the other transactions contemplated hereby, subject, with respect to hereby (except for the Merger, to receipt filing of the Company Stockholder Approval if Certificate of Merger and the Restated Articles, as required by Applicable applicable Law. The Company Stockholder Approval ). (if required b) This Agreement has been duly executed and delivered by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming Transatlantic and, assuming due authorizationpower and authority of, and due execution and delivery hereof by Parentby, Ultimate Parent and Merger Subsidiarythe other parties hereto, this Agreement constitutes a valid and binding agreement obligation of the Company Transatlantic, enforceable against the Company Transatlantic 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. (b) At a meeting duly called and held, prior subject to the execution of this Agreement, at which all directors of the Company were present Bankruptcy and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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 wayEquity Exception. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by each of the Company Parent and the Purchaser of this Agreement and the consummation completion by the Purchaser and the Parent of the transactions contemplated to be completed by such Person hereby are within the corporate powers of each of the Purchaser and the Parent and no other corporate action not previously taken on the part of each of the Purchaser and the Parent is necessary to authorize the execution and delivery by the Company of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or performance by each of the Merger or to consummate Purchaser and the other Parent of its respective covenants and obligations hereunder and the completion of the transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only No vote of the holders of any shareholders of the Company’s capital stock Purchaser is necessary in connection with to authorize the consummation execution, delivery or performance of this Agreement that will not be obtained as of the Mergerdate of this Agreement. Assuming Each of the Purchaser and the Parent has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiarythe Company, this Agreement constitutes a valid and binding agreement of each of the Company Purchaser and the Parent, enforceable against each of the Company Purchaser and the Parent in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equitythe Enforceability Exceptions). (b) At a meeting duly called and held, prior to the execution The respective boards of this Agreement, at which all directors of the Company were present Purchaser and voting in favor, the Company Board duly adopted resolutions Parent have each unanimously (i) declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholdersPurchaser's or the Parent's shareholders, (ii) approving as applicable, and declared it advisable, to enter into this Agreement, the Merger Agreement and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements and consummate the transactions contemplated hereby upon the terms and therebysubject to the conditions set forth herein, and (ivii) making approved the Board Recommendation; execution and such board resolutions have not been rescindeddelivery of this Agreement by the Purchaser and the Parent, modified or withdrawn in any way. (c) Assuming accuracy respectively, the performance by each of the representations Purchaser and warranties the Parent of their respective covenants and other obligations hereunder, and the completion of the transactions contemplated hereby upon the terms and conditions set forth herein. No approval of the holders of any class of securities of the Parent in Section 6.07, no party is required under Applicable Law or the listing rules of the NYSE to enter into this Agreement is an “interested stockholder” or consummate any of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offertransactions contemplated hereby.

Corporate Authorization. (a) The Company Seller has all requisite corporate power power, authority and authority legal right under its organizational documents to enter into this Agreement, perform its obligations under this Agreement and consummate the Transactions. Each Seller Party (other than the Newcos) has all requisite corporate power, authority and legal right under its organizational documents to enter into any Ancillary Document to which such Seller Party is or will be a party, perform its obligations under any Ancillary Document to which such Seller Party is or will be a party and to consummate the Merger and the other transactions contemplated herebyby such Ancillary Document. At the time that it enters into an Ancillary Document, each Newco will have all requisite corporate power, authority and legal right under its organizational documents to enter into such Ancillary Document, perform its obligations under such Ancillary Document and consummate the transactions contemplated by such Ancillary Document. The execution, delivery and performance by the Company Seller of this Agreement and the consummation by the Company Seller of the Merger and the other transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of the CompanySeller. The execution, delivery and no performance by each Seller Party (other than the Newcos) of any Ancillary Document to which such Seller Party is or will be a party and the consummation by such Seller Party of the transactions contemplated thereby have been duly authorized by all necessary corporate proceedings action on the part of such Seller Party. At the Company are necessary to authorize this Agreementtime that it enters into an Ancillary Document, the Offer or execution, delivery and performance by a Newco of such Ancillary Document and the Merger or to consummate consummation by such Newco of the other transactions contemplated hereby, subject, with respect to thereby will be duly authorized by all necessary corporate action on the Merger, to receipt part of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Mergersuch Newco. Assuming the due authorization, execution and delivery hereof of this Agreement by Parent, Ultimate Parent and Merger Subsidiarythe applicable Buyer Party, this Agreement constitutes a valid and legally binding agreement of the Company Seller, enforceable against the Company Seller in accordance with its termsterms and conditions, except as such enforceability may be limited by subject to Applicable Laws of general application relating to public policy, bankruptcy, insolvencyinsolvency and the relief of debtors, moratorium Applicable Laws governing specific performance, injunctive relief and other similar Applicable Law affecting creditors’ rights generally equitable remedies and by general principles of equity. . Assuming the due authorization, execution and delivery of each Ancillary Document to which each Seller Party is or will be a party by the other parties thereto (b) At other than any Seller Party), each Ancillary Document to which such Seller Party is or will be a meeting duly called party will, when executed by such Seller Party, constitute a valid and heldlegally binding agreement of such Seller Party, prior enforceable against such Seller Party in accordance with its terms and conditions, subject to Applicable Laws of general application relating to public policy, bankruptcy, insolvency and the execution relief of this Agreementdebtors, at which Applicable Laws governing specific performance, injunctive relief and other equitable remedies and general principles of equity. The Seller has all directors requisite corporate power, authority and legal right to cause the Subsidiaries of the Company were present Seller that are a party to any Ancillary Document to perform such Subsidiary’s obligations thereunder and voting in favorto consummate the Transactions, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements and including the transactions contemplated hereby and thereby, and (iv) making by the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any wayapplicable Ancillary Document. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company Each of the DSAC Parties has all requisite corporate or similar organizational power and authority to enter into execute and deliver this Agreement and each Ancillary Agreement to consummate the Merger which such DSAC Party is (or is specified to be) a party and the other transactions contemplated herebyto perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance by the Company of this Agreement and each Ancillary Agreement to which a DSAC Party is (or is specified to be) a party, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary the board of directors of each DSAC Party, and no other corporate or similar organizational action on the part of the Company, and no other corporate proceedings on the part any DSAC Party or any holders of the Company are any Equity Securities of any DSAC Party is necessary to authorize the execution and delivery by such DSAC Party of this AgreementAgreement or the Ancillary Agreements to which such DSAC Party is (or is specified to be) a party, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt performance by such DSAC Party of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with its obligations hereunder and thereunder and the consummation of the Mergertransactions contemplated hereby and thereby, other than (i) the DSAC Shareholder Approval and (ii) the adoption of this Agreement by DSAC in its capacity as the sole shareholder of Merger Sub, which adoption will occur immediately following the execution of this Agreement by Merger Sub. Assuming due authorizationThis Agreement has been duly and validly executed and delivered by each of the DSAC Parties and, execution assuming this Agreement constitutes a legal, valid and delivery hereof by Parent, Ultimate Parent and Merger Subsidiarybinding obligation of the other parties hereto, this Agreement constitutes a legal, valid and binding agreement obligation of each of the Company DSAC Parties, enforceable against each of the Company DSAC Parties in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Applicable Law laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which a DSAC Party is (or is specified to be) a party, when executed and delivered by such DSAC Party, will be duly and validly executed and delivered by such DSAC Party, and, assuming such Ancillary Agreement constitutes a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of such DSAC Party, enforceable against such DSAC Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The DSAC Shareholder Approval is the only vote of any of DSAC’s share capital necessary in connection with the entry into this Agreement by the DSAC Parties, and the consummation of the transactions contemplated hereby, including the Closing. (c) At a meeting duly called and held, prior to the execution board of directors of each of the DSAC Parties has unanimously: (i) approved this Agreement and the transactions contemplated by this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (iii) declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s their respective stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, ; (iii) taking all actions necessary so determined that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result fair market value of the MergerCompany is equal to at least 80% of the Trust Account, this Agreement, the Tender and Support Agreements and as applicable; (iv) approved the transactions contemplated hereby and thereby, by this Agreement as a Business Combination; and (ivv) making resolved to recommend to the Pre-Closing DSAC Holders approval of the transactions contemplated by this Agreement (the “DSAC Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way”). (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company Parent has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the Merger and the other transactions contemplated herebyhereby and thereby, in the case of the Mergers, subject to receipt of the Parent Stockholder Approval. The execution, execution and delivery and performance by the Company Parent of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company Parent of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and no Parent. No other corporate proceedings on the part of the Company Parent are necessary to authorize this Agreement, the Offer Agreement or the Merger Additional Agreements to which it is a party or to consummate the other transactions contemplated herebyby this Agreement (other than, subjectin the case of the Mergers, with respect to the Merger, to receipt of the Company Stockholder Approval if required Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which Parent is a party have been duly executed and delivered by Applicable LawP▇▇▇▇▇ and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than Parent), this Agreement and the Additional Agreements to which Parent is a party constitute a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with their respective terms, subject to the Enforceability Exceptions. The Company affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Approval Meeting, assuming a quorum is present (if required by the MGCL) “Parent Stockholder Approval”), is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with to adopt this Agreement and approve the Mergers and the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so except that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result approval of the Merger, this AgreementNew PubCo M&A requires the approval of a majority of the issued and outstanding shares of Parent Common Stock and approval of the members of the Board of Directors of Parent immediately after the Closing requires a plurality of the votes cast. As of the Closing Date, 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 affirmative vote or withdrawn in any way. (c) Assuming accuracy of the representations and warranties written consent of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a only vote of the stockholders holders of any of Merger Sub’s share capital necessary to adopt this Agreement and approve the Mergers and the consummation of the Company to approve the Offerother transactions contemplated hereby.

Corporate Authorization. (a) The Company Parent has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Additional Agreements to which it is a party and to consummate the Merger and the other transactions contemplated herebyhereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution, execution and delivery and performance by the Company Parent of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company Parent of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and no Parent. No other corporate proceedings on the part of the Company Parent are necessary to authorize this Agreement, the Offer Agreement or the Merger Additional Agreements to which it is a party or to consummate the other transactions contemplated herebyby this Agreement (other than, subject, with respect to in the case of the Merger, to the receipt of the Company Stockholder Approval if required Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which Parent is a party have been duly executed and delivered by Applicable LawP▇▇▇▇▇ and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than Parent), this Agreement and the Additional Agreements to which Parent is a party constitute a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with their respective terms, subject to the Enforceability Exceptions. The Company affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Approval Meeting, assuming a quorum is present (if required by the MGCL) “Parent Stockholder Approval”), is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, to adopt this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, approve the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests consummation of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so except that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result approval of the Merger, this AgreementAmended Parent Charter requires the approval of a majority of the issued and outstanding shares of Parent Common Stock and approval of the members of the Board of Directors of Parent immediately after the Closing requires a plurality of the votes cast. As of the Closing Date, 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 affirmative vote or withdrawn in any way. (c) Assuming accuracy of the representations and warranties written consent of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a only vote of the stockholders holders of any of Merger Sub’s share capital necessary to adopt this Agreement and approve the Merger and the consummation of the Company to approve the Offerother transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated by this Agreement are within the corporate powers of each of Parent and Merger Sub and, except for the Parent Stockholder Approval and the other transactions contemplated hereby required approval of the shareholder of Merger Sub in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub. The affirmative vote of a majority of all votes cast by holders of outstanding shares of Parent Common Stock at a duly called and held meeting of Parent’s stockholders at which a quorum is present approving the Company, and no other corporate proceedings on the part issuance of the Company are necessary to authorize this Agreement, the Offer or shares of Parent Common Stock in connection with the Merger or to consummate (the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL“ Parent Share Issuance ”) is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the MergerMerger (the “ Parent Stockholder Approval ”). Assuming This Agreement has been duly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement the Company) constitutes a valid and binding agreement of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityEquity Exceptions). (b) At a meeting duly called and held, prior to the execution Board of this Agreement, at which all directors Directors of the Company were present and voting in favor, the Company Board duly Parent unanimously adopted resolutions resolutions (i) declaring determining that this Agreement, the Merger Agreement and the other transactions contemplated hereby (including the Parent Share Issuance) are fair to, advisable to and in the best interests of the CompanyParent’s stockholders, (ii) approving approving, adopting and declaring advisable 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby and thereby(including the Parent Share Issuance), (iii) directing that the approval of the Parent Share Issuance be submitted to a vote at a meeting of Parent’s stockholders and (iv) making recommending approval of the Parent Share Issuance by Parent’s stockholders (such recommendation, the “ Parent Board Recommendation ”). (c) The Board of Directors of Merger Sub has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of Merger Sub and its shareholder, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Merger), (iii) directing that this Agreement be submitted to a vote of Merger Sub’s shareholder and (iv) recommending approval and adoption of this Agreement by Merger Sub’s shareholder. Except as permitted by Section 7.02 , the Board Recommendation; of Directors of each of Parent and such board resolutions have Merger Sub has not been subsequently rescinded, modified or withdrawn in any way. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offerforegoing resolutions.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated by this Agreement are within the corporate powers of each of Parent and Merger Sub and, except for the Parent Stockholder Approval and the other transactions contemplated hereby required approval of the shareholder of Merger Sub in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub. The affirmative vote of a majority of all votes cast by holders of outstanding shares of Parent Common Stock at a duly called and held meeting of Parent’s stockholders at which a quorum is present approving the Company, and no other corporate proceedings on the part issuance of the Company are necessary to authorize this Agreement, the Offer or shares of Parent Common Stock in connection with the Merger or to consummate (the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL“Parent Share Issuance”) is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the MergerMerger (the “Parent Stockholder Approval”). Assuming This Agreement has been duly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement the Company) constitutes a valid and binding agreement of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityEquity Exceptions). (b) At a meeting duly called and held, prior to the execution Board of this Agreement, at which all directors Directors of the Company were present and voting in favor, the Company Board duly Parent unanimously adopted resolutions (i) declaring determining that this Agreement, the Merger Agreement and the other transactions contemplated hereby (including the Parent Share Issuance) are fair to, advisable to and in the best interests of the CompanyParent’s stockholders, (ii) approving approving, adopting and declaring advisable 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby and thereby(including the Parent Share Issuance), (iii) directing that the approval of the Parent Share Issuance be submitted to a vote at a meeting of Parent’s stockholders and (iv) making recommending approval of the Parent Share Issuance by Parent’s stockholders (such recommendation, the “Parent Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way”). (c) Assuming accuracy The Board of the representations and warranties Directors of Parent in Section 6.07, no party to Merger Sub has unanimously adopted resolutions (i) determining that this Agreement is an “interested stockholder” and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.Merger Sub and its shareholder,

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent, Bidco and each Merger Sub of this Agreement and the consummation by the Company Parent, Bidco and each Merger Sub of the transactions contemplated by this Agreement are within the corporate powers and authority of Parent, Bidco and each Merger Sub and, except for the Parent Shareholder Approval and the other transactions contemplated hereby adoption of this Agreement by the sole stockholders of Bidco and Merger Sub I and the approval of this Agreement by the sole member of Merger Sub II, have been duly authorized by all necessary corporate action on the part of the CompanyParent, Bidco and no other corporate proceedings on the part each Merger Sub. The affirmative vote of at least a majority of the Company are necessary to authorize this Agreement, votes cast by the Offer or holders of outstanding Parent Ordinary Shares at a duly convened and held meeting of Parent’s shareholders at which a quorum is present approving the Merger or to consummate the other transactions contemplated herebyby this Agreement (including, subject, if required with respect to the Merger, to receipt issuance of Parent ADSs in connection with the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval First Merger (if required by the MGCL“Parent ADS Issuance”)) is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the MergerMergers (the “Parent Shareholder Approval”). Assuming This Agreement has been duly executed and delivered by each of Parent, Bidco and each Merger Sub and (assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement the Company) constitutes a valid valid, legal and binding agreement of the Company each of Parent, Bidco and each Merger Sub enforceable against the Company Parent, Bidco and each Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityEquity Exceptions). (b) At a meeting duly called convened and held, prior to the execution Board of this Agreement, at which all directors Directors (or a duly authorized committee of the Company were present and voting in favor, the Company Board duly of Directors) of Parent unanimously adopted resolutions that (i) declaring that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable and in will most likely promote the best interests success of Parent for the Company’s stockholdersbenefit of its shareholders as a whole, (ii) approving approved this Agreement, the Merger Agreement and the other transactions contemplated hereby, (iii) taking all actions necessary so resolved that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result approval of the Merger, this Agreement, the Tender and Support Agreements Agreement and the transactions contemplated hereby be submitted to a vote at a meeting of Parent’s shareholders and thereby(iv) resolved to recommend the approval of the transactions contemplated by this Agreement by Parent’s shareholders (such recommendation, the “Parent Board Recommendation”). (c) The Boards of Directors of Bidco and Merger Sub I have 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 such companies and their respective 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 of their respective stockholders or member, as applicable, and (iv) making the Board Recommendation; recommending approval and such board resolutions have not been rescindedadoption of this Agreement by their respective stockholders or member, modified or withdrawn in any wayas applicable. (cd) Assuming accuracy The Board of the representations and warranties Directors of Parent in Section 6.07, no party to Merger Sub II has unanimously adopted resolutions (i) determining that this Agreement is an “interested stockholder” and the transactions contemplated hereby (including the Mergers) are fair to and in the best interests of such Merger Sub and its sole member, (ii) approving, adopting and declaring advisable this Agreement and the Company as defined in Section 3-601 transactions contemplated hereby (including the Mergers), (iii) directing that the approval and adoption of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires this Agreement be submitted to a vote of the stockholders of the Company to approve the Offer.such Merger Sub II’s sole member, and

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance perfor- ▇▇▇▇▇ by the Company Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three of this Agreement and the consummation by the Company Parent, New Charter, Merger Sub- sidiary One, Merger Subsidiary Two and Merger Subsidiary Three of the transactions contem- plated hereby are within the corporate and other organizational powers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three, as applicable, and, except for (i) the required approval of Parent’s stockholders in connection with the Parent Merger, the New Charter Stock Issuance and the other transactions contemplated hereby (includ- ing the Equity Exchange and the Equity Purchase), (ii) the approval of Parent as the sole stock- holder of New Charter in connection with the Second Company Merger and New Charter Stock Issuance, and (iii) the approval of New Charter as the sole member of Merger Subsidiary Two in connection with the Parent Merger, have been duly authorized by all necessary corporate and other organizational action on the part of the CompanyParent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and no other corporate proceedings on the part Merger Subsidiary Three. The affirmative vote of a majority of the Company out- standing shares of Parent Class A Common Stock are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote votes of the holders of any of the Company’s capital stock Parent Class A Common Stock necessary in connection with the consummation approval of the Parent Merger. Assuming The approvals set forth in Section 5.02(a) of the Parent Disclosure Schedule are the only approvals required by the holders of Parent’s capital stock (collectively, the “Parent Stockholder Ap- proval”). Following the First Company Merger Effective Time, no vote or approval of the for- mer holders of capital stock of the Company is required in connection with the other Mergers. This Agreement, assuming due authorization, execution and delivery hereof by Parentthe Company, Ultimate Parent and Merger Subsidiary, this Agreement constitutes consti- tutes a valid and binding agreement of the Company each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three, enforceable against the Company Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Law laws affecting creditors’ rights generally and by general principles of equity). (b) At a meeting duly called and held, prior to as of the execution date of this Agreement, at which all directors Par- ent’s Board of the Company were present and voting in favor, the Company Board duly adopted resolutions Directors has (i) declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable to and in the best interests of the Company’s Parent and its 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 the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.,

Corporate Authorization. (a) The Company Parent has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Merger transactions contemplated hereby subject to obtaining the Parent Stockholder Approval. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the board of directors of Parent (the “Parent Board”). The Parent Board has, by resolutions duly adopted, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Mergers, are in the best interests of Parent and its stockholders, (ii) approved and adopted this Agreement, including the Mergers, (iii) approved the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby, and (iv) recommended approval by the stockholders of Parent of the issuance by Parent of Parent Shares as consideration hereunder (the “Stock Issuance”). Except for the approval of the Stock Issuance by the written consent of the holders of a majority of the outstanding Parent Shares (the “Parent Stockholder Approval”), no other corporate proceedings on the part of Parent or any other vote by the holders of any class or series of capital stock of Parent are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby. The Parent Written Consent provides that it will be irrevocable upon delivery. This Agreement has been duly executed and delivered by Parent and, assuming due execution and delivery by each of the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) Each of LLC Sub and Merger Sub has all necessary limited liability company or corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company each of LLC Sub and Merger Sub of this Agreement and the consummation by the Company LLC Sub and Merger Sub of the Merger and the other transactions contemplated hereby have been duly and validly authorized and approved by all necessary the board of directors or similar governing body of LLC Sub or Merger Sub. Other than adoption of this Agreement by LLC Sub, as the sole stockholder of Merger Sub, no other corporate action proceeding on the part of the Company, and no other corporate proceedings on the part of the Company are LLC Sub or Merger Sub is necessary to authorize approve or adopt this Agreement, the Offer or the Merger Agreement or to consummate the other transactions contemplated hereby. This Agreement has been duly executed and delivered by each of LLC Sub and Merger Sub and, subjectassuming due power and authority of, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming and due authorization, execution and delivery hereof by Parentby, Ultimate Parent and Merger Subsidiarythe other parties hereto, this Agreement constitutes a valid and binding agreement obligation of the Company each of LLC Sub and Merger Sub, enforceable against the Company it in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar Applicable Law laws affecting creditors’ rights generally and by general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the Ancillary Agreements to which such Person is a party, and the consummation by Parent and Merger Sub of the Company Transactions, are within the corporate powers of each of Parent and Merger Sub and, except for the Parent Stockholder Approval (as defined below) and the required approval and adoption of the Merger and Agreement by Parent in its capacity as the other transactions contemplated hereby sole stockholder of Merger Sub, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub. The affirmative vote of (i) the Companyholders of a majority of the issued and outstanding shares of Parent Common Stock entitled to vote at a duly called and held meeting of Parent’s stockholders at which a quorum is present (in person or represented by proxy) approving the issuance of shares of Parent Common Stock in connection with the Merger (the “Parent Share Issuance”) and (ii) the holders of (a) a majority of the issued and outstanding shares of Parent Common Stock that are entitled to vote, (b) a majority of the issued and outstanding shares of Parent Class A Common Stock, voting as a separate class, and no other corporate proceedings on the part (c) a majority of the Company issued and outstanding shares of Parent Class B Common Stock, voting as a separate class, approving the Parent Charter Amendment are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote votes of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the MergerMerger (collectively, the “Parent Stockholder Approval”). Assuming This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and each of the Ancillary Agreements to which Parent or Merger Sub is a party has been (or will be) duly executed and delivered by such Person, and (assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent the other parties hereto and Merger Subsidiary, this Agreement thereto) each constitutes (or will constitute) a valid and binding agreement of the Company such Person enforceable against the Company such Person in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityEquity Exceptions). (b) At a meeting duly called and held, prior to the execution Board of this AgreementDirectors of Parent, at which all directors acting upon the unanimous recommendation of the Company were present and voting in favorParent Special Committee, the Company Board duly unanimously adopted resolutions (i) declaring determining that this AgreementAgreement and the Transactions (including the Parent Share Issuance and the Parent Charter Amendment) are fair to and in the best interests of Parent’s stockholders; (ii) approving, adopting and declaring advisable this Agreement and the Transactions (including the Parent Share Issuance and the Parent Charter Amendment); (iii) directing that the Parent Share Issuance and the Parent Charter Amendment be submitted to a vote at a meeting of Parent’s stockholders; and (iv) recommending approval of the Parent Share Issuance and the Parent Charter Amendment by Parent’s stockholders (such recommendation, the “Parent Board Recommendation”). The Board of Directors of Merger Sub has unanimously adopted resolutions (i) determining that this Agreement and the other transactions contemplated hereby Transactions (including the Merger) are fair to, advisable to and in the best interests of the Company’s stockholders, sole stockholder of Merger Sub; (ii) approving approving, adopting and declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated hereby, Transactions (including the Merger); (iii) taking all actions necessary so directing that this Agreement be submitted for approval and adoption by the restrictions on business combinations and sole stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and thereby, Merger Sub; and (iv) making recommending approval and adoption of this Agreement (including the Merger) by the sole stockholder of Merger Sub. Except as permitted by Section 7.2, the Board Recommendation; and such board resolutions have not been of Directors of neither Parent nor Merger Sub has subsequently rescinded, modified or withdrawn in any way. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offerforegoing resolutions.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company ▇▇▇▇▇ of this Agreement and the Ancillary Agreements to which Shyft is a party, and the consummation by the Company Shyft of the Merger and Transactions, are within the other transactions contemplated hereby corporate powers of Shyft and, except for the Shyft Shareholder Approval, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable LawShyft. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the CompanyShyft’s capital stock necessary in connection with the consummation of the MergerMerger (the “Shyft Shareholder Approval”) is the affirmative vote of the holders of a majority of the outstanding shares of Shyft Common Stock at a duly called and held meeting of Shyft’s shareholders at which a quorum is present (in person or represented by proxy). Assuming This Agreement has been duly executed and delivered by ▇▇▇▇▇, and each of the Ancillary Agreements to which Shyft is a party has been (or will be) duly executed and delivered by ▇▇▇▇▇, and (assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent the other Parties hereto and Merger Subsidiary, this Agreement thereto) each constitutes (or will constitute) a valid and binding agreement of the Company Shyft enforceable against the Company Shyft in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equityEquity Exceptions). (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors members of the Company were Board of Directors of Shyft present and voting in favor, the Company Board duly unanimously adopted resolutions (i) declaring determining that this Agreement, the Merger Agreement and the other transactions contemplated hereby Transactions, including the Merger, are fair to, advisable and in the best interests of the Company’s stockholders, Shyft and its shareholders; (ii) approving approving, adopting and declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated herebyTransactions, including the Merger; (iii) taking all actions necessary so directing that the restrictions on business combinations and stockholder this Agreement be submitted to a vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as at a result meeting of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and thereby, ▇▇▇▇▇’s shareholders; and (iv) making recommending approval of this Agreement and the Transactions, including the Merger, by Shyft’s shareholders (such recommendation, the “Shyft Board Recommendation”). Except as permitted by Section 6.02, the Board Recommendation; and such board resolutions have of Directors of Shyft has not been subsequently rescinded, modified or withdrawn in any way. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offerforegoing resolutions.

Corporate Authorization. (a) The Company Seller has all requisite necessary corporate power and authority to enter into this Agreement and each of the Seller Ancillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Seller of this Agreement and each of the Company Seller Ancillary Agreements, the sale of the Purchased Assets to Buyer under this Agreement and the consummation by of all the Company of the Merger and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein (i) have been duly and validly authorized by Seller by all necessary corporate action and approvals of Seller's Board of Directors (which action and approvals have been obtained and carried out in compliance with applicable law, Seller's certificate of incorporation and bylaws, each as amended to date, and all Contracts binding on Seller), and (ii) have been duly and validly authorized and approved by the part sole stockholder of Seller at a meeting duly called, noticed and held (which authorization and approval of by such sole stockholder of Seller has been obtained and carried out in compliance with, and with the requisite votes required by, applicable law, Seller's certificate of incorporation and bylaws, each as amended to date, and all Contracts binding on Seller), and (iii) have been duly and validly authorized and approved by Brokat by all necessary corporate actions and approvals of Brokat's Board of Directors (which action and approvals have been obtained and carried out in compliance with applicable law, Brokat's charter documents, each as amended to date), including the resolution of the CompanyBoard of Directors (or other comparable governing body) of Brokat required to be delivered to the Trustee under the Indenture that the Purchase Price is at least equal to the Fair Market Value (as such term is defined in the Indenture) of the Purchased Assets. This Agreement and each Seller Ancillary Agreement has been duly and validly executed and delivered by Seller, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, Buyer) this Agreement constitutes a and each of the Seller Ancillary Agreements constitutes, legal, valid and binding agreement obligations of the Company Seller enforceable against the Company Seller in accordance with its their respective 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. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company Each of Parent and ▇▇▇▇▇▇ Sub has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and, subject to obtaining Parent Shareholder Approval and approval of this Agreement by Parent, as the sole stockholder of Merger Sub, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of this Agreement, and the Company consummation by them of the transactions contemplated hereby, have been duly authorized and adopted by the Parent Board and the board of directors of Merger Sub, respectively. Except for (i) obtaining the affirmative vote of the majority of the votes cast by Parent Shareholders present and entitled to vote (A) approving the issuance of Parent Ordinary Shares to be represented by Parent ADSs in connection with the Merger, (B) approving the Chairman Appointment and (C) any other resolutions required by Law or the rules and regulations of the Nasdaq Capital Market (“Nasdaq”) or other listing authority (the “Parent Shareholder Approval”), (ii) obtaining the approval of this Agreement by ▇▇▇▇▇▇ as the sole stockholder of Merger Sub and (iii) filing the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by the Company it of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof of this Agreement by Parentthe other parties hereto, Ultimate constitutes a legal, valid and binding obligation of Parent and Merger SubsidiarySub, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company such parties in accordance with its terms, except as that such enforceability may be limited by bankruptcythe Bankruptcy and Equity Exception. The Parent Ordinary Shares to be issued in connection with the Merger (and to be represented by Parent ADSs delivered to holders of Company Common Stock) will be issued fully-paid, insolvency, moratorium free from all and other similar Applicable Law affecting creditors’ any rights generally of pre-emption to which the members of the Parent may be entitled (whether arising by virtue of the United Kingdom’s Companies Act 2006 or otherwise) and by general principles will be allotted in reliance on the exception pursuant to section 565 of equitythe United Kingdom’s Companies Act 2006. (b) At a meeting duly called and held, prior to the execution of this AgreementParent Board, by resolutions duly adopted at such meeting (which all directors resolutions have not as of the Company were present and voting in favordate hereof been subsequently rescinded, the Company Board duly adopted resolutions modified or withdrawn), has (i) declaring unanimously determined that this Agreement, the terms of the Merger and the other transactions contemplated hereby are advisable, fair to, advisable to and in the best interests of the Company’s stockholdersParent Shareholders as a whole, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, (iii) unanimously resolved, subject to Section 5.4(c), to recommend that the Parent Shareholders approve (A) the issuance of Parent Ordinary Shares represented by Parent ADSs to be issued in connection with the Merger and (B) the Chairman Appointment (the “Parent Recommendation”) and (iv) directed that (A) the issuance of Parent Ordinary Shares represented by Parent ADSs in connection with the Merger and (B) the Chairman Appointment be submitted to the Parent Shareholders for approval. The board of directors of Merger Sub has adopted resolutions (A) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable, fair to and in the best interests of Merger Sub and Parent, as its sole stockholder, (B) approving this Agreement, the Merger and the other transactions contemplated herebyby this Agreement and (C) recommending that Parent, as sole stockholder of Merger Sub, approve this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of Merger Sub, for approval. The Parent and Merger Sub do not engage in any activities that would require a mandatory filing pursuant to the United Kingdom’s National Security and Investment Act 2021 (iiiincluding any related or ancillary regulations) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, transactions contemplated by 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Merger Subsidiary of this Agreement and the consummation by the Company Parent and Merger Subsidiary of the Merger and the other transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action on the part of the Companyeach of Parent and Merger Subsidiary. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by Applicable Law. The Company Stockholder Approval (if required by the MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming assuming due authorization, execution and delivery hereof by Parentthe Company, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company each of Parent and Merger Subsidiary enforceable against the Company in accordance with its terms, except subject, as such enforceability may be limited by to enforcement, to applicable bankruptcy, insolvency, moratorium reorganization, fraudulent conveyance and other similar Applicable Law affecting laws relating to creditors’ rights generally and by to general principles of equity. (b) At a meeting duly called and held, prior to the execution Merger Subsidiary’s Board of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions Directors has: (i) declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholdersof, Merger Subsidiary and its Stockholder, (ii) approving approved and adopted this Agreement, the Merger Agreement and the other transactions contemplated hereby, and (iii) taking all actions necessary so that resolved to recommend the restrictions on business combinations approval and stockholder vote requirements contained in the Maryland Business Combination Act adoption of this Agreement and the Maryland Control Share Acquisition Act will not apply with respect to or as Merger by the Merger Subsidiary's Stockholder. Section 5.02(b) of Parent Disclosure Schedule contains a result true and complete copy of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and thereby, and (iv) making the Merger Subsidiary’s Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any wayof Directors resolution. (c) Assuming accuracy Section 5.02(c) of Parent Disclosure Schedule contains a true and complete copy of the representations Merger Subsidiary Stockholders Written Consent approving this Agreement and warranties the transactions contemplated herein, including the Merger. (d) At a meeting duly called and held, Parent's Board of Directors has approved this Agreement and the Merger. Section 5.02(d) of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” Disclosure Schedule contains a true and complete copy of the Company as defined in Section 3-601 Parent's Board of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.Directors resolution

Corporate Authorization. (a) The Company Each of the Parent Parties has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated herebyhereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution, execution and delivery and performance by each of the Company Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company each of the Merger and Parent Parties of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and no such Parent Party. No other corporate proceedings on the part of the Company such Parent Party are necessary to authorize this Agreement, the Offer Agreement or the Merger Additional Agreements to which it is a party or to consummate the other transactions contemplated herebyby this Agreement (other than, subject, with respect to in the case of the Merger, to the receipt of the Company Parent Stockholder Approval if required Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by Applicable Lawsuch Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The Company Stockholder Approval (if required approval of the Merger and this Agreement by the MGCL) affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”), and the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly adopted resolutions (i) declaring that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in approve the best interests Parent Proposals. The affirmative vote or written consent of the Companysole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s stockholders, (ii) approving capital stock necessary to adopt this Agreement, Agreement and approve the Merger and the consummation of the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of 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) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company to approve the Offer.