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, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company Seller has all requisite corporate power and authority to enter into execute and deliver this Agreement andand all of the other agreements and instruments to be executed and delivered by Seller pursuant hereto (collectively, subject the “Seller Ancillary Agreements”), to the Stockholder Approval, perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution, execution and delivery and performance by the Company of this Agreement and the Seller Ancillary Agreements by Seller, the performance of its obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company Seller and no other corporate proceedings proceeding on the part of the Company or its Subsidiaries pursuant to the DGCL are Seller is necessary to authorize the execution, execution and delivery and performance of this Agreement or to consummate and Seller Ancillary Agreements, the Merger. The only vote performance by Seller of holders of any class of capital stock its obligations hereunder and thereunder and the consummation of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholethereby. This Agreement has been duly executed and delivered by the Company andeach Seller Ancillary Agreement, assuming due authorization, execution and delivery by Parent and Merger SubBuyer, constitutes or will constitute a 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 applicable bankruptcy, insolvency, moratorium and reorganization, fraudulent conveyance, moratorium, receivership or other similar Applicable Laws relating to or affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. equity (bregardless of whether enforceability is considered in a proceeding in equity or at Law) At a meeting duly called and held, prior to the execution of this Agreement(collectively, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company RecommendationEnforceability Exceptions”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

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 andand the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. 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 by this Agreement, except for obtaining the Stockholder Approval, 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 or its Subsidiaries pursuant to the DGCL such Parent Party are necessary to authorize the execution, delivery and performance of this Agreement or the Additional Agreements to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby which it is the affirmative vote (in person a party or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated herebyby this Agreement (other than, except for approvals that would not be material to in the Company and its Subsidiariescase of the Merger, taken as a wholethe receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement has and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by the Company 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 Merger Subthe Additional Agreements to which such Parent Party is a party constitute a legal, constitutes a 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 Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior subject to the execution Enforceability Exceptions. The affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement, the Company Board unanimously duly adopted resolutions (i) determining Agreement and declaring that this Agreement, approve the Merger and the consummation of the other transactions contemplated by hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, approve the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote consummation of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the other transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Hippo and its Subsidiaries of the Company of this Agreement Transaction Agreements to which they are or will be party, and the consummation by the Company Hippo and its Subsidiaries of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, thereby are within Hippo’s and its applicable Subsidiaries’ corporate or other powers and have been duly authorized by all necessary corporate or other action on the part of the Company Hippo and no other corporate proceedings on the part such Subsidiaries of the Company or its Subsidiaries pursuant Hippo. Each Transaction Agreement to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company which Hippo or any of its Subsidiaries is necessary to consummate the transactions contemplated herebyor will be a party constitutes, except for approvals that would not be material to the Company and its Subsidiariesor will when executed constitute, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Hippo and each such Subsidiary that is a party thereto, enforceable against the Company Hippo and each such 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 Laws laws of general application relating to or affecting creditors’ rights generally and (ii) for the limitations imposed by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution Hippo’s Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors has (i) determining and declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to and in the best interests of Hippo’s stockholders, (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby and (iii) unanimously determined that if the Effective Time occurred on the date hereof, then the conditions set forth in Section 13.01(i)(iii) would be satisfied. No vote of the holders of any outstanding capital stock of Hippo is necessary in connection with the consummation of the transactions contemplated by the Transaction Agreements. (c) Hippo Operating Sub’s Board of Directors has unanimously determined that, if the Effective Time occurred on the date hereof, the condition set forth in Section 13.01(i)(i) would be satisfied. (d) HippoRx’s Board of Directors has (i) unanimously determined that this Agreement (including the HippoRx Merger) and the transactions contemplated hereby are advisable and fair to and in the best interests of the Company’s stockholdersstockholder of HippoRx, (ii) approving unanimously approved and adopted this Agreement (including the execution, delivery and performance of this Agreement, the Merger HippoRx Merger) and the other transactions contemplated by this Agreementhereby, (iii) directing that the unanimously resolved to recommend approval and adoption of this Agreement be submitted to a vote (including the HippoRx Merger) by the sole stockholder of the stockholders of the Company at the Stockholder Meeting HippoRx and (iv) recommending adoption unanimously determined that if the Effective Time occurred on the date hereof, then the conditions set forth in Section 13.01(i)(ii) would be satisfied. Hippo, as sole stockholder of HippoRx as of the date hereof, has adopted this Agreement to (including the stockholders agreement of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to merger herein) and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby, including the HippoRx Merger, at a duly called stockholders meeting of HippoRx (and not by action by written consent in lieu of a meeting).

Corporate Authorization. (a) The Company Buyer has all requisite full corporate power and authority to enter into execute and deliver this Agreement andand each of the Ancillary Agreements to which it is a party, subject and to the Stockholder Approval, perform its obligations hereunder and thereunder and to consummate the Merger transactions contemplated hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and each Ancillary Agreement to which it is a party, and each of the transactions contemplated hereunder and thereunder, has been duly and validly authorized, and, except for the Written Consents that were delivered by the Majority Stockholders to Buyer concurrently with the execution of this Agreement, and except for the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and performance by Buyer of this Agreement and each Ancillary Agreement or any of the transactions contemplated hereunder and thereunder. (b) The board of directors of Buyer, at a meeting duly called and held, has (i) determined that this Agreement and the Purchase are advisable, fair to, and in the best interests of Buyer and its stockholders, (ii) 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 and (iii) recommended that the stockholders of Buyer approve the Share Issuance, and none of the aforesaid actions by such board of directors has been amended, rescinded or modified. (c) Buyer has received the Written Consents, which constitutes the requisite stockholder approval under the applicable rules and regulations of the NYSE and is the only approval of the stockholders of Buyer necessary to approve the Share Issuance and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company's corporate powers and, except for obtaining any required approval by the Stockholder ApprovalCompany's shareholders in connection with the consummation of the Merger, 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeaction. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery subject to obtaining the approval of the Merger by Parent and Merger Subthe Company's shareholders, 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, reorganization, moratorium and other or similar Applicable Laws laws affecting creditors’ enforcement of creditors rights generally and by general principles equitable principles, regardless of specific performance, injunctive relief and other equitable remedies. whether such enforcement is considered in a proceeding in equity or at law. The Board of Directors of the Company (b) At at a meeting duly called and held, prior to ) has by the execution requisite vote of this Agreement, the Company Board unanimously duly adopted resolutions directors present (ia) determining and declaring determined that this Agreement, the Merger is advisable and the other transactions contemplated by this Agreement are advisable fair and in the best interests of the Company’s Company and its stockholders, (iib) approving approved the executionMerger and this Agreement in accordance with the provisions of Sections 302A.613 of the Minnesota Law and the Company's Articles of Incorporation and Bylaws, delivery (c) recommended the adoption and performance approval of this Agreement, the Merger and the other transactions contemplated hereby to the holders of the Magic Shares and directed that the Merger and this Agreement may be submitted for consideration by the Company's shareholders at the meeting of the Company's shareholders, and (d) taken all necessary steps to render the restrictions of Sections 302A.671 of the Minnesota Law inapplicable to the Merger and the transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a . The affirmative vote of the stockholders holders of a majority of all outstanding Magic Shares entitled to vote approving this Agreement is the only vote of the Company at holders of any class or series of the Stockholder Meeting and (iv) recommending adoption of Company's capital stock necessary to approve this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyby this Agreement.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining any required approval by the Company’s stockholders (the “Company Stockholder Approval”) in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on action. Assuming the part accuracy of the Company representations and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the executionwarranties set forth in Section 4.17, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, Stock in favor of the “Stockholder Approval”). No other adoption of this Agreement is the only vote or approval of the holders of any class or series of securities of the Company Company’s capital stock or the capital stock of any of its Subsidiaries is necessary to consummate in connection with consummation of the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeMerger. This Agreement has been duly executed and delivered by the Company and, assuming Assuming due authorization, execution and delivery of this Agreement by Parent ▇▇▇▇▇▇ and Merger SubSubsidiary, 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 subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws of general applicability relating to or affecting creditors’ rights generally and by to general equity principles of specific performance(whether considered in a proceeding in equity or at law) (collectively, injunctive relief and other equitable remedies“Creditors’ Rights”). (b) At The Board of Directors of the Company, at a meeting duly called and held, held on or prior to the execution date of this Agreement, the Company Board has unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Merger) are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of approved this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby (including the Merger), (iii) directing directed that the adoption of this Agreement be submitted to a vote of the stockholders holders of the Company at the Stockholder Meeting Common Stock, and (iv) recommending resolved (subject to Section 5.2 and Section 7.8) to recommend the adoption of this Agreement to by the stockholders holders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyCommon Stock.

Corporate Authorization. (a) The Company MTI has all the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the MTI Stockholder Approval, to consummate the MTI Merger and the other transactions contemplated by this Agreementhereby and to perform its obligations hereunder. The execution, delivery and performance by the Company MTI of this Agreement Agreement, and the consummation by the Company MTI of the MTI Merger and the other transactions contemplated hereby, have been duly and validly authorized by this Agreementthe MTI Board and, except for obtaining the MTI 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 or its Subsidiaries pursuant to the DGCL MTI are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of to perform its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeobligations hereunder. This Agreement has been duly and validly executed and delivered by the Company MTI and, assuming due authorizationthis Agreement constitutes the legal, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company EVI, Parent, Merger Sub E, and Merger Sub M, constitutes a legal, valid and binding agreement of MTI, enforceable against the Company MTI 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 Laws Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At The MTI Board (at a meeting or meetings duly called and held, prior to the execution at which all directors of this Agreement, the Company Board MTI were present or participated and voted) has unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger MTI Merger, and the other transactions contemplated by this Agreement hereby are advisable and in the best interests of the CompanyMTI’s stockholders, (ii) approving the execution, delivery and performance of declaring advisable this Agreement, the MTI Merger and the other transactions contemplated by this Agreement, (iii) declaring that the MTI Merger Consideration to be paid to MTI’s stockholders is fair to such stockholders, (iv) resolving to recommend adoption of this Agreement by the stockholders of MTI and (v) directing that the adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby be submitted to a vote of the MTI’s stockholders at MTI Stockholder Meeting, and, as of the Company at the Stockholder Meeting and (iv) recommending adoption date of this Agreement to the stockholders of the Company (the “Company Recommendation”)Agreement, which such resolutions have not been subsequently rescinded, modified or withdrawn, except as permitted withdrawn in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyway.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company Seller of this Agreement, and the Warrants, the Closing Escrow Agreement, the Certificate of Designation, the Investor Rights Agreement, and each of the other documents executed pursuant to and in connection with this Agreement (collectively, the "RELATED DOCUMENTS"), and the consummation of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Stock and the Warrants, but not including the subsequent issuance of the Conversion Shares upon conversion of the Preferred Stock and the Warrant Shares upon exercise of the Warrants) have been duly authorized, and no additional corporate or stockholder action is required for the approval thereof. The subsequent issuance of the Conversion Shares upon conversion of the Preferred Stock and the Warrant Shares upon exercise of the Warrants will be duly authorized immediately upon the effectiveness of the 1 for 6 Split (as defined below), and other than effecting the 1 for 6 Split, no additional corporate or stockholder action is required for the approval thereof. The Conversion Shares and the Warrant Shares have been duly reserved for issuance by the Seller, subject to the effectiveness of the 1 for 6 Split. This Agreement and the consummation Related Documents have been or, to the extent contemplated hereby or by the Company of the Merger and the other transactions contemplated by this AgreementRelated Documents, except for obtaining the 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not will be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by and constitute the Company andlegal, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Seller, enforceable against the Company Seller in accordance with its their terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium and other similar Applicable Laws laws of general application relating to or affecting the enforcement of rights of creditors’ rights generally , whether now or hereafter in effect, and by except as enforceability of its obligations hereunder are subject to general principles of specific performance, injunctive relief and other equitable remediesequity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Scripps and its Subsidiaries of the Company of this Agreement Transaction Agreements to which they are or will be party, and the consummation by the Company Scripps and its Subsidiaries of the Merger Transactions are within Scripps’s and the its applicable Subsidiaries’ corporate or other transactions contemplated by this Agreementpowers and, except for upon obtaining the Stockholder Scripps Shareholder Approval, will have been duly authorized by all necessary corporate or other action on the part of the Company Scripps and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant such Subsidiaries. Each Transaction Agreement to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company which Scripps or any of its Subsidiaries is necessary to consummate the transactions contemplated herebyor will be a party constitutes, except for approvals that would not be material to the Company and its Subsidiariesor will, taken as a whole. This Agreement has been duly executed and delivered by the Company andwhen executed, assuming due authorizationconstitute, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Scripps and each such Subsidiary that is a party thereto, enforceable against the Company Scripps and each such 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 Laws laws of general application relating to or affecting creditors’ rights generally and (ii) for the limitations imposed by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution Scripps’s Board of this Agreement, the Company Board Directors has unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transactions are advisable and fair to and in the best interests of the Company’s stockholdersScripps Shareholders, (ii) approving the execution, delivery approved and performance of adopted this Agreement, the Merger Agreement and the other transactions contemplated by this AgreementTransactions, (iii) directing that the resolved to recommend approval and adoption of this Agreement be submitted the Scripps Newspaper Distribution Amendment and the issuance of Scripps Class A Common Shares in the Broadcast Merger to a vote the holders of the stockholders of the Company at the Stockholder Meeting Scripps Common Voting Shares and (iv) recommending adoption of directed that this Agreement and the Scripps Newspaper Distribution Amendment and the Broadcast Merger (including the issuance of Scripps Class A Common Shares in the Broadcast Merger) be submitted to the stockholders holders of Scripps Common Voting Shares for their approval and adoption. (c) The only vote or consent of holders of any class or series of capital stock of Scripps necessary to approve the Company (Transactions is the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03Scripps Shareholder Approval. The Company Scripps is not party or subject to and does not have in force any stockholder rights agreement or agreement, “poison pill” or similar anti-takeover agreement or plan. The Company Board of Directors of Scripps has taken all adopted such resolutions as may be necessary action so that Section 203 of to render inapplicable to this Agreement and the DGCL Transactions any restrictions on “business combinations” (or the equivalent term) as may be set forth in any Applicable Laws. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover, moratorium, takeover statute or “control share” law regulation applicable to the Company does not, and will not, apply Scripps enacted under any Applicable Law applies to this Agreement or the transactions contemplated herebyTransactions. (d) Scripps Spinco’s Board of Directors has unanimously (i) determined that this Agreement and the Transactions (including the Scripps Newspaper Merger) are advisable and fair to and in the best interests of the sole stockholder of Scripps Spinco, (ii) approved and adopted this Agreement and the Transactions (including the Scripps Newspaper Merger), (iii) resolved to recommend approval and adoption of this Agreement and the Transactions (including the Scripps Newspaper Merger) by the sole stockholder of Scripps Spinco and (iv) directed that this Agreement and the Transactions (including the Scripps Newspaper Merger) be submitted to the sole stockholder of Scripps Spinco for its approval and adoption. SMI, as the sole stockholder of Scripps Spinco as of the date hereof, has duly adopted this Agreement (including the agreement of merger herein for the Scripps Newspaper Merger) and the Transactions, including the Scripps Newspaper Merger by all necessary stockholder action.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company Aspen of this Agreement and the consummation by the Company Aspen of the Merger and the other transactions contemplated by this Agreementhereby are within Aspen’s corporate powers and, except for obtaining the Stockholder Approvalrequired approval of Aspen’s stockholders in connection with the consummation of the Merger, 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the Aspen. The execution, delivery and performance of this Agreement each other Transaction Document to which Aspen or any of its Affiliates is or will be a party by Aspen and each such Affiliate, and the consummation of the transactions contemplated thereby, are within Aspen’s and each such Affiliate’s organizational powers and have been, or will be prior to consummate their execution, delivery and performance, duly authorized by all necessary organizational action on the Mergerpart of Aspen and each such Affiliate. The only affirmative vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Aspen Stock is the only vote of the holders of any of Aspen’s capital stock necessary in connection with the consummation of the Merger or the other Transactions (such vote, the “Aspen Stockholder Approval”). No Assuming due and valid execution by each other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated herebyparty hereto, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This this Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Aspen, enforceable against Aspen 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 Aspen or any of its Affiliates is a party constitutes or, upon the execution and delivery thereof by Aspen and any such Affiliate, shall constitute, a valid and binding agreement of Aspen and each such Affiliate, enforceable against Aspen and each such Affiliate in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediessubject to the Enforceability Exceptions. (b) At a meeting duly called and held, prior to the execution Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors of Aspen has (i) determining and declaring determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and it is in the best interests of the Company’s Aspen and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approving approved the execution, delivery and performance by Aspen of this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementconsummation of the Transactions, including the Merger, and (iii) directing that the recommended adoption of this Agreement be submitted to a vote of by the stockholders of the Company at the Stockholder Meeting and Aspen (iv) recommending adoption of this Agreement to the stockholders of the Company (such recommendation, the “Company Aspen Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company Each of Stockholder and Merger Sub has all requisite corporate necessary power and authority to enter into this Agreement andand each Transaction Document to which it is a party, subject to the Stockholder Approval, perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by the Company Stockholder and Merger Sub of this Agreement and each Transaction Document to which it is a party and the consummation by the Company Stockholder and Merger Sub of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approvalhereby and thereby, have been duly and validly authorized by all necessary corporate action on the part action, including by resolution of the Company Board of Directors of Stockholder and no other corporate proceedings on Merger Sub, and have been adopted by Stockholder as the part sole stockholder of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”)Sub. No other vote or approval of any class or series of securities Stockholder's capital stock and no further vote of the Company or any capital stock of its Subsidiaries Merger Sub is necessary in connection with the execution of this Agreement and each Transaction Document to consummate which it is a party and the consummation of the transactions contemplated hereby, except for approvals that would not be material to the Company hereby and its Subsidiaries, taken as a wholethereby. This Agreement and each Transaction Document has been duly executed and delivered by the Company each of Stockholder and Merger Sub and, assuming the due authorization, execution and delivery by Parent the other parties hereto and Merger Subthereto, constitutes a valid and binding agreement of the Company Stockholder and Merger Sub, enforceable against the Company Stockholder and Merger Sub in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, moratorium reorganization, moratorium, fraudulent transfer and other similar Applicable Laws affecting creditors’ creditors rights generally and and, by general principles of specific performanceequity, injunctive relief including good faith and other equitable remediesfair dealing, regardless whether in a proceeding at equity or at Law). (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company Sequential has all requisite full corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approval, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby subject to obtaining the Sequential Stockholder Approval. The execution, delivery and performance by the Company Sequential of this Agreement and the consummation by the Company Sequential of the Merger transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the board of directors of Sequential (the “Sequential Board”). The Sequential Board has, by resolutions duly adopted, unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Sequential Merger, are fair to, and in the best interests of Sequential and its stockholders, (ii) approved and adopted this Agreement, including the Sequential Merger, (iii) approved and declared advisable the execution, delivery and performance by Sequential of this Agreement and the consummation of the transactions contemplated hereby, and (iv) recommended approval by the stockholders of Sequential of the transactions contemplated by this Agreement, except . Except for obtaining the approval by the written consent of the holders of a majority of the outstanding shares of Sequential Common Stock (the “Sequential Stockholder Approval”), have been duly authorized by all necessary corporate action on the part of the Company and which approval is subject to Section 6.5, no other corporate proceedings on the part of Sequential or any other vote by the Company holders of any class or its Subsidiaries pursuant to the DGCL series of capital stock of Sequential are necessary to authorize the execution, delivery and performance of approve or adopt this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company Sequential and, assuming due authorization, execution and delivery by Parent and Merger Subeach of the other parties hereto, this Agreement constitutes a the legal, valid and binding agreement obligation of the Company Sequential, enforceable against the Company Sequential in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity (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, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company Purchaser has all requisite full corporate power and authority to enter into execute and deliver each of the Transaction Documents and each certificate and other instrument required to be executed and delivered by Purchaser pursuant hereto and to perform its obligations under, and consummate the transactions contemplated by, each such Transaction Document and each such certificate or other instrument required to be executed and delivered by Purchaser pursuant hereto. Purchaser is required by NASDAQ rules to obtain the affirmative vote (in person or by written consent, including by obtaining the Written Consent) of holders of a majority of the votes cast in favor of approving and adopting this Agreement. In lieu of calling a meeting of shareholders, ▇▇▇▇▇▇▇▇▇ submitted to, and immediately after the execution of this Agreement andobtained from, subject ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, in his capacity as the record and beneficial owner of at least a majority of the voting power of the outstanding Class A Common Stock, Class C Common Stock and Class D Common Stock, a duly executed written consent to approve and adopt this Agreement, which is attached hereto as Exhibit E (the Stockholder Approval, “Written Consent”). The Written Consent satisfies all of Purchaser’s obligations relating to consummate the Merger obtaining shareholder approval of this Agreement and the other transactions contemplated hereunder under the NASDAQ rules and it is the only vote of shareholders of Purchaser necessary in connection with the consummation of the transactions contemplated by this AgreementAgreement or by the other Transaction Documents. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated hereby (including the issuance of the Rumble Share Consideration), by this Agreement, except for obtaining the Stockholder Approval, Purchaser have been duly and validly authorized by all necessary corporate action on the part of Purchaser. The execution, delivery and performance of the Company other Transaction Documents to which it is a party and no each certificate and other instrument required to be executed and delivered by Purchaser pursuant hereto, and the consummation of the transactions contemplated thereby, have been, or prior to the Closing will have been, duly and validly authorized by all necessary corporate proceedings or other action on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize Purchaser. None of the execution, delivery and performance of this Agreement or the Transaction Documents and each certificate and other instrument required to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior Purchaser pursuant to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests consummation of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebythereby, by Purchaser requires any authorization, vote or other approval of the shareholders of Purchaser (other than the Written Consent) pursuant to the Constituent Documents of Purchaser or applicable Law.

Corporate Authorization. (a) The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to receipt of the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The executionexecution and delivery of this Agreement by the Company, delivery and the performance by the Company of this Agreement its obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is hereby, other than (a) the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Stock in favor of the adoption of this Agreement (such vote, the “Company Stockholder Approval”). No other vote or approval of any class or series of securities ) and (b) the filing of the Company or any Certificate of its Subsidiaries is necessary to consummate Merger with the transactions contemplated hereby, except for approvals that would not be material to Secretary of State of the Company and its Subsidiaries, taken as a wholeState of Delaware in accordance with Delaware Law. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent each of Parent, Merger Subsidiary and Merger SubSubsidiary Two, this Agreement constitutes a legal, valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to the effect of bankruptcy, insolvencyinsolvency (including all Applicable Laws relating to fraudulent transfers), reorganization, moratorium and other similar Applicable Laws relating to or affecting creditors’ rights generally or remedies and by the effect of general principles of specific performanceequity, injunctive relief whether considered in a proceeding in equity or at law and other equitable remediessubject to general principles of equity (the “Bankruptcy and Equity Exceptions”). (bi) At The Board of Directors of the Company, by resolutions duly adopted at a meeting duly called and held, prior to the execution has by unanimous vote of this Agreement, the Company Board unanimously duly adopted resolutions those present (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement provided for herein are advisable fair to and in the best interests of the Company’s stockholdersCompany and the Company Stockholders, (ii) approving approved this Agreement and declared its advisability and approved the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, hereby and (iii) directing resolved (subject to Section 6.04(b)) to recommend in accordance with Applicable Law that the holders of Company Stock vote in favor of the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining hereby are within the Stockholder Approval, Company’s corporate powers and have been duly authorized by all necessary corporate action on the part of the Company and and, except for the Company Stockholder Approvals, no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Mergernecessary. The only vote Company Stockholder Approvals (none of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is which require the affirmative vote (in person or by proxy) of holders shares of Common Stock representing more than a majority in voting power of the issued and outstanding shares of Company Common Stock, voting together as a single class (such vote, ) are the “Stockholder Approval”). No other vote only votes or approval consents of the holders of any class or series of securities of the Company or any of its Subsidiaries is Company’s stock necessary to approve the Investment and to consummate the other transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performanceequity). The Shares, injunctive relief when issued in compliance with the provisions of this Agreement, will be validly issued and will be fully paid and nonassessable, free of any Liens, and will not be subject to any preemptive rights, whether arising under Maryland Law or the charter or bylaws of the Company, as amended or restated, or any Contract, other equitable remediesthan this Agreement or any other Contracts to be executed in connection herewith, to which or by which the Company or any of its Subsidiaries is a party or otherwise subject or bound or to which or by which any property, business, operation or right of the Company or any of its Subsidiaries is subject or bound. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions has (i) determining and declaring unanimously determined that this Agreement, the Merger Investment, Replacement Advisory Agreement and the other transactions contemplated by this Agreement hereby are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of unanimously approved this Agreement, the Merger Investment, the Replacement Advisory Agreement and the other transactions contemplated by this Agreement, hereby and (iii) directing that the adoption of this Agreement be submitted subject to a vote of the stockholders Section 7.03, unanimously recommended approval of the Company at the Stockholder Meeting and Proposals (iv) recommending adoption of this Agreement to the stockholders of the Company (such recommendation, the “Company Board Recommendation”)) and has adopted a resolution to the foregoing effect. (c) As of the date hereof, which resolutions have and subject in all cases to Section 7.03 hereafter, the Company Board Recommendation has not been rescinded, rescinded or modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyrespect.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and each of the Transaction Documents to which it is a party, and the consummation by the Company of the Merger and Transactions, are within the other transactions contemplated by this Agreementcorporate powers of the Company and, except for obtaining the Stockholder Company 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 Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the issued and outstanding shares of Company Common Stock, voting together as a single class Stock entitled to vote approving and adopting this Agreement is the only vote of the holders of any of the Company’s capital stock necessary to approve the Transactions and consummate the Integrated Mergers (such votecollectively, the “Stockholder Company Shareholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company, and each of the Transaction Documents to which the Company andis a party, has been (or will be) duly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent the other parties hereto and Merger Sub, thereto) each constitutes (or will constitute) 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 terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by remedies generally, and subject, as to enforceability, to general principles of specific performanceequity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, injunctive relief the “Bankruptcy and other equitable remediesEquity Exceptions”). (b) At a meeting duly called and held, held on or prior to the execution of this Agreementdate hereof, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transactions (including the Integrated Mergers) are advisable fair to and in the best interests of the Company’s stockholders, shareholders; (ii) approving the executionapproving, delivery adopting and performance of declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement, Transactions (including the Integrated Mergers); (iii) directing that the approval and adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company at the Stockholder Meeting Company’s shareholders; and (iv) recommending approval and adoption of this Agreement to (including the stockholders of Integrated Mergers) by the Company Company’s shareholders (such recommendation, the “Company Board Recommendation”). Except as expressly permitted by Section 6.3, which resolutions have the Company Board has not been subsequently rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force withdrawn any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyforegoing resolutions.

Corporate Authorization. (a) The Company Seller has all the requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger execute and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of deliver this Agreement and the consummation by Transaction Documents to which Seller is a party and to perform its obligations hereunder and thereunder. Other than the Company of the Merger and the other transactions contemplated by this AgreementSeller Requisite Vote (as hereinafter defined), except for obtaining the 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 or its Subsidiaries pursuant to the DGCL Seller are necessary to authorize the execution, delivery and performance of this Agreement or the other Transaction Documents to which it is a party, or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeTransactions. This Agreement has been duly executed and delivered by Seller and constitutes, and each Transaction Document to which Seller is a party will be duly executed and delivered by Seller at or prior to the Company andClosing and when so executed and delivered will constitute, assuming due authorizationa legal, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement obligation of the Company Seller enforceable against the Company it, each 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 Laws laws affecting creditors’ or relating to enforcement of creditor's rights and remedies generally and by subject, as to enforceability, to general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to The Board of Directors of Seller (the execution of this Agreement, the Company Board unanimously duly adopted resolutions "Seller's Board") has (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transactions are advisable fair to and in the best interests of the Company’s stockholdersSeller, (ii) approving duly and validly authorized the execution, execution and delivery and performance of this AgreementAgreement and approved the consummation of the Transactions, and (iii) resolved to recommend that the stockholders of Seller vote in favor of a resolution approving this Agreement and the transactions contemplated hereby. The Seller's Board has directed that this Agreement be submitted to the stockholders of Seller for their approval. (c) The affirmative vote of (i) a majority of the votes entitled to be cast by holders of outstanding shares of HSA Common Stock and Series D Preferred Stock, voting together as a single class (it being understood that holders of Series D Preferred Stock are entitled to one vote for each share of HSA Common Stock into which their Series D Preferred Stock may be converted) and (ii) at least two-thirds (2/3) of the votes entitled to be cast by holders of outstanding shares of Series D Preferred Stock, voting separately as a single class are, respectively, the Merger only votes of the holders of any of Seller's capital stock necessary in connection with the approval of this Agreement and the transactions contemplated hereby. The stockholder approvals set forth in clauses (i) and (ii) above are collectively referred to herein as the "Seller Requisite Vote". (d) The sale of the Acquired Assets to Holdco and the consummation of the transactions contemplated hereby are not subject to the limitations or requirements of the provisions of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), and no further action is necessary to ensure that the restrictions contained in Section 203 of the DGCL will not apply to Holdco in connection with or following such transactions. To Seller's knowledge, no other state takeover statute is applicable to the transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this AgreementAgreement are within the corporate powers and authority of the Company and, except for obtaining the Company 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 Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of at least a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Stock adopting this Agreement is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (such vote, the “Company Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, and (assuming due authorization, execution and delivery by Parent and Merger Sub, ) constitutes a valid valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by remedies generally, and subject to general principles of specific performanceequity, injunctive relief regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the “Bankruptcy and other equitable remediesEquity Exceptions”)). (b) At a meeting duly called and held, prior to the execution Board of this Agreement, Directors of the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Merger) are advisable fair to and in the best interests of the Company’s Company and its stockholders, (ii) approving the executionapproving, delivery adopting and performance of declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby (including the Merger), (iii) directing that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company at the Stockholder Meeting Company’s stockholders, and (iv) recommending adoption of this Agreement to by the Company’s stockholders (such recommendation, the “Company Board Recommendation”). Except as permitted by Section 6.03, the Board of Directors of the Company (the “Company Recommendation”), which resolutions have has not been subsequently rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force withdrawn any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyforegoing resolutions.

Corporate Authorization. (a) The Company has all requisite the corporate power and authority to enter into execute and deliver this Agreement and, subject to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock if required pursuant to the DGCL or the rules of the Nasdaq Global Select Market (the “Requisite Stockholder ApprovalVote”), to consummate the Merger and the other transactions contemplated by this Agreementhereby and to perform each of its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company and Company. Except for the adoption of this Agreement by the Requisite Stockholder Vote if required pursuant to the DGCL, no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize approve this Agreement or to consummate the Offer, the Merger or the other transactions contemplated hereby. At a duly held meeting, the Board of Directors of the Company has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) consummation of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material including the Offer and the Merger, and (iii) subject to the provisions of Section 8.6, resolved to recommend that the Company Stockholders approve the adoption of this Agreement and its Subsidiaries, taken as a whole. directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholder Meeting. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, and valid execution and delivery of this Agreement by Parent and Merger Sub, constitutes a legal, 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 moratorium, reorganization or similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general equitable principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company RecommendationBankruptcy and Equity Exception”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the Voting Agreement and the consummation by the Company of the Merger transactions contemplated hereby and thereby are within the Company's corporate powers, subject to the conditions set forth in this Agreement. The Board of Directors of the Company has approved this Agreement and the other Voting Agreement, has determined that the transactions contemplated by this Agreement, except for obtaining Agreement and the Stockholder Approval, have been duly authorized by all necessary corporate action on Voting Agreement are in the part best interests of the Company and its stockholders and has resolved to recommend to such stockholders that they vote in favor of the Merger. The affirmative vote of a majority of the votes entitled to be cast by the holders of outstanding shares of the Class A Common Stock and Class B Common Stock, voting together as a single class, is the only vote of any class or series of capital stock of the Company necessary to amend the Company's Code of Regulations to effect the Opt-Out Amendment (as defined in Section 4.8 below). The affirmative vote of two-thirds of the votes entitled to be cast by the holders of outstanding shares of the Class A Common Stock and Class B Common Stock, voting together as a single class, is the only vote of any class or series of capital stock of the Company necessary to approve the Merger and other transactions contemplated under this Agreement (other than to effect the Opt-Out Amendment). Except as set forth in this Section 2.4, no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate Voting Agreement and the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has and the Voting Agreement have been duly executed and delivered by the Company and, assuming due authorizationsubject to approval of the Merger by the Company's stockholders, execution and delivery by Parent and Merger Sub, constitutes a constitute valid and binding agreement agreements of the Company Company, enforceable against the Company in accordance with its their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other or similar Applicable Laws laws relating to or affecting creditors’ generally the enforcement of creditors rights generally and by general principles the availability of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite the corporate power and authority to enter into execute and deliver this Agreement and, subject to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock (the “Requisite Stockholder ApprovalVote”), to consummate the Merger and the other transactions contemplated by this Agreementhereby and to perform each of its obligations hereunder. The termination of the Prior Merger Agreement, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company and Company. Except for the adoption of this Agreement by the Requisite Stockholder Vote, no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. The Board of Directors of the Company, following the unanimous recommendation of the Special Committee, at a duly held meeting has (i) determined that it is in the best interests of the Company and its stockholders (other than holders of Shares that are Affiliates of Parent), and declared it advisable, to terminate the Prior Merger Agreement and enter into this Agreement, (ii) approved the termination of the Prior Merger Agreement, the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) consummation of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals including the Merger, and (iii) resolved to recommend that would not be material to the stockholders of the Company approve the adoption of this Agreement and its Subsidiaries, taken as a whole. directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholder Meeting. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, and valid execution and delivery of this Agreement by Parent and Merger Sub, constitutes a legal, 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 moratorium, reorganization or similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesprinciples. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company Parent of this Agreement and the consummation by the Company Parent of the Merger Transactions are within Parent’s corporate powers and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company Parent and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL Parent are necessary to authorize this Agreement or to consummate the Transactions. The execution, delivery and performance of this Agreement by Merger Sub and the consummation by Merger Sub of the Merger and the Transactions are within Merger Sub’s corporate powers and have been duly authorized by all necessary corporate action on the part of Merger Sub and no other corporate proceedings on the part of Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger. The only vote , the approval and adoption of holders of any class of capital stock of this Agreement by Parent as the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders holder of a majority in voting power of the outstanding shares of Company Merger Sub Common Stock, voting together Stock and the filing of appropriate merger documents as a single class (such vote, the “Stockholder Approval”required by Nevada Law). No other The board of directors of Merger Sub has unanimously approved and declared advisable this Agreement and the Transactions, including the Merger, in accordance with the requirements of Nevada Law and resolved to recommend to Parent that it vote or approval of any class or series of securities in favor of the Company or any adoption of its Subsidiaries is necessary to consummate this Agreement and the transactions contemplated herebyTransactions, except for approvals that would not be material to including the Company and its SubsidiariesMerger, taken as a wholein accordance with Nevada Law. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a valid and binding agreement of the Company each of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable applicable Laws affecting creditors’ rights generally and by general principles of specific performanceequity. Since incorporation, injunctive relief and Merger Sub has not carried on any business or conducted any operations other equitable remedies. (b) At a meeting duly called and held, prior to than the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining performance of its obligations hereunder and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests matters ancillary thereto. Parent owns all of the Company’s stockholdersissued and outstanding shares of Merger Sub capital stock, (ii) approving free and clear of any Liens. To the executionknowledge of Parent and Merger Sub, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company no state takeover statute is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement Merger or the transactions contemplated herebyother Transactions.

Corporate Authorization. (a) The Company Each PubCo Entity has all requisite necessary corporate power and authority to enter into this Agreement and, subject to the Stockholder Approvalreceipt of the Requisite PubCo Vote, to consummate the Merger Transactions, including the issuance of stock to the Company Shareholders. The PubCo Board has unanimously (a) approved and declared advisable this Agreement and the other transactions contemplated by Transactions, including the issuance of PubCo Common Stock to the Company Shareholders, (b) declared that it is fair to, advisable and in the best interests of PubCo and the PubCo Stockholder that PubCo enter into this AgreementAgreement and consummate the Transactions, including the Merger, on the terms and subject to the conditions set forth in this Agreement and (c) recommended to the PubCo Stockholders that they approve the PubCo Stockholder Matters. The execution, delivery and performance by the Company of this Agreement and by each PubCo Entity and, assuming that the Requisite PubCo Vote is received, the consummation by the Company each PubCo Entity of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, Transactions 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeeach PubCo Entity. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution PubCo Entities and delivery by Parent and Merger Sub, constitutes a legal, valid and binding agreement of the Company each PubCo Entity enforceable against the Company each PubCo Entity in accordance with its terms, terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws of general applicability relating to or affecting creditors’ rights generally creditor’s rights, and by to general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to principles). The Requisite PubCo Vote is the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a only vote of the stockholders holders of the Company at the Stockholder Meeting any class or series of capital stock of PubCo required to approve and (iv) recommending adoption of adopt this Agreement to and the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyTransactions.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining the Stockholder Approval, if required, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the holders of a majority of the outstanding shares of Company or its Subsidiaries pursuant to Common Stock in favor of the DGCL are necessary to authorize the execution, delivery approval and performance adoption of this Agreement or to consummate and the Merger. The Merger (the “Stockholder Approval”) is the only vote of the holders of any class of the Company’s capital stock necessary in connection with the consummation of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholethis Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present, the Company’s Board of Directors duly and unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of declaring advisable this Agreement, the Merger and the other transactions contemplated by hereby, (iii) approving and adopting an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement, the Tender and Support Agreement and the transactions contemplated hereby and thereby, (iiiiv) directing that the adoption of this Agreement and the Merger be submitted to a vote of the stockholders of the Company at the Stockholder Meeting Meeting, if required to consummate the Merger under Delaware Law, and (ivv) recommending adoption of this Agreement to making the stockholders of the Company (the “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, other agreements contemplated hereby (the "Ancillary Agreements") to which the Company is a party (the "Company Ancillary Agreements") and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby are within the Company's corporate powers and, except for obtaining any required approval by the Company's stockholders in accordance with Indiana Law (the "Company Stockholder Approval") in connection with the consummation of the Merger, 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Mergeraction. The only affirmative vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common StockStock having votes representing a majority of the votes of all such outstanding capital stock, voting together as a single class (such voteclass, in favor of the “Stockholder Approval”). No other approval and adoption of this Agreement and the Merger is the only vote or approval of the holders of any class or series of securities of the Company or any Company's capital stock necessary in connection with consummation of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeMerger. This Agreement has been duly executed and delivered by the Company and, assuming Assuming due authorization, execution and delivery of this Agreement and the Ancillary Agreements to which Parent and/or Merger Subsidiary is a party (the "Parent Ancillary Agreements") by Parent and Merger SubSubsidiary, as applicable, each of this Agreement and the Company Ancillary Agreements 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 subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws of general applicability relating to or affecting creditors’ rights generally ' rights, and by to general principles of specific performance, injunctive relief and other equitable remediesequity principles. (b) At The Company's Board of Directors, at a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions has (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Offer and the Merger) are advisable advisable, fair to and in the best interests of the Company’s 's stakeholders, including stockholders, (ii) approving the execution, delivery approved and performance of adopted this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby (including the Offer and the Merger), and (iii) directing resolved to recommend that the Company stockholders accept the Offer and vote for the approval and adoption of this Agreement be submitted and the Merger. The Company's Board of Directors shall continue to a vote of the stockholders of recommend that the Company at stockholders accept the Stockholder Meeting Offer and (iv) recommending vote for the approval and adoption of this Agreement and the Merger, subject to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby7.9.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, other agreements contemplated hereby (the "Ancillary Agreements") to which the Company is a party (the "Company Ancillary Agreements") and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby are within the Company's corporate powers and, except for obtaining any required approval by the Company's stockholders in accordance with DGCL (the "Company Stockholder Approval") in connection with the consummation of the Merger, 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Mergeraction. The only affirmative vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common StockStock having votes representing a majority of the votes of all such outstanding capital stock, voting together as a single class (such voteclass, in favor of the “Stockholder Approval”). No other approval and adoption of this Agreement and the Merger is the only vote or approval of the holders of any class or series of securities of the Company or any Company's capital stock necessary in connection with consummation of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeMerger. This Agreement has been duly executed and delivered by the Company and, assuming Assuming due authorization, execution and delivery of this Agreement, the Ancillary Agreements to which Parent and/or Merger Subsidiary is a party (the "Parent Ancillary Agreements") by Parent and Merger SubSubsidiary, as applicable, each of this Agreement and the Company Ancillary Agreements 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 subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws of general applicability relating to or affecting creditors’ rights generally ' rights, and by to general principles of specific performance, injunctive relief and other equitable remediesequity principles. (b) At The Company's Board of Directors, at a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions has (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Merger) are advisable advisable, fair to and in the best interests of the Company’s 's stockholders, (ii) approving the execution, delivery approved and performance of adopted this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby (including the Merger), and (iii) directing resolved to recommend that the Company stockholders vote for the approval and adoption of this Agreement be submitted to a vote of and the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyMerger.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the MergerMerger and the other transactions contemplated by this Agreement. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby pursuant to the DGCL and the Company’s certificate of incorporation and bylaws is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement (including, for the avoidance of doubt, the Replacement) are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Assuming that the representations of Parent and Merger Sub set forth in Section 5.10 are true and correct, the Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the Company Stockholder ApprovalApproval and the occurrence of the stockholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such vote (the “Company Stockholder Advisory Vote”), to perform its obligations hereunder and to consummate the Merger transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the other consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board of Directors. Except for (i) obtaining the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock in favor of the approval of this Agreement. The Agreement and the Merger (the “Company Stockholder Approval”), (ii) the occurrence of the Company Stockholder Advisory Vote 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 the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Merger and the other transactions contemplated by this Agreement, except for obtaining the 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by Parent and Merger Subthe other parties hereto, constitutes a legal, valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar Applicable Laws of general application affecting or relating to the enforcement of creditors’ rights and remedies generally and by (B) is subject to general principles of specific performanceequity, injunctive relief whether considered in a proceeding at Law or in equity (clauses (A) and other equitable remedies(B) together, the “Bankruptcy and Equity Exception”). (b) At a meeting duly called and held, prior to the execution of this Agreement, the The Company Board of Directors has, by resolutions duly adopted, unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable advisable, fair to and in the best interests of the Company’s Company and its stockholders, (ii) approving the executionapproved, delivery adopted and performance of declared advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby, (iii) directing resolved, subject to Section 5.2(c), to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby and (iv) directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyCompany’s stockholders.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Journal and its Subsidiaries of the Company of this Agreement Transaction Agreements to which they are or will be party, and the consummation by the Company Journal and its Subsidiaries of the Merger Transactions are within Journal’s and the its applicable Subsidiaries’ corporate or other transactions contemplated by this Agreementpowers and, except for upon obtaining the Stockholder Journal Shareholder Approval, will have been duly authorized by all necessary corporate or other action on the part of the Company Journal and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant such Subsidiaries. Each Transaction Agreement to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company which Journal or any of its Subsidiaries is necessary to consummate the transactions contemplated herebyor will be a party constitutes, except for approvals that would not be material to the Company and its Subsidiariesor will, taken as a whole. This Agreement has been duly executed and delivered by the Company andwhen executed, assuming due authorizationconstitute, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Journal and each such Subsidiary that is a party thereto, enforceable against the Company Journal and each such 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 Laws laws of general application relating to or affecting creditors’ rights generally and (ii) for the limitations imposed by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution Journal’s Board of this Agreement, the Company Board Directors has unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transactions are advisable and fair to and in the best interests of the Company’s stockholdersJournal Shareholders, (ii) approving the execution, delivery approved and performance of adopted this Agreement, the Merger Agreement and the other transactions contemplated by this AgreementTransactions, (iii) directing that the resolved to recommend approval and adoption of this Agreement be submitted the Journal Newspaper Distribution and Journal Newspaper Merger, and the Broadcast Merger, to a vote the holders of the stockholders of the Company at the Stockholder Meeting Journal Common Stock and (iv) recommending adoption directed that the Journal Newspaper Distribution and the Journal Newspaper Merger, and the Broadcast Merger, be submitted to the holders of Journal Common Stock for their approval and adoption. (c) The only vote or consent of holders of any class or series of capital stock of Journal necessary to approve this Agreement to and the stockholders of Transactions is the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03Journal Shareholder Approval. The Company Journal is not party or subject to and does not have in force any stockholder rights agreement or agreement, “poison pill” or similar anti-takeover agreement or plan. The Company Board of Directors of Journal has taken all adopted such resolutions as may be necessary action so that Section 203 of to render inapplicable to this Agreement and the DGCL Transactions any restrictions on “business combinations” (or the equivalent term) as may be set forth in any Applicable Laws. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover, moratorium, takeover statute or “control share” law regulation applicable to the Company does not, and will not, apply Journal enacted under any Applicable Law applies to this Agreement or the transactions contemplated herebyTransactions. (d) Journal Spinco’s Board of Directors has unanimously (i) determined that this Agreement and the Transactions (including the Journal Newspaper Merger) are advisable and fair to and in the best interests of the sole stockholder of Journal Spinco, (ii) approved and adopted this Agreement and the Transactions (including the Journal Newspaper Merger), (iii) resolved to recommend approval and adoption of this Agreement and the Transactions (including the Journal Newspaper Merger) by the sole stockholder of Journal Spinco and (iv) directed that this Agreement and the Transactions (including the Journal Newspaper Merger) be submitted to the sole stockholder of Journal Spinco for its approval and adoption. Journal, as sole stockholder of Journal Spinco as of the date hereof, has duly adopted this Agreement (including the agreement of merger herein for the Journal Newspaper Merger) and the Transactions, including the Journal Newspaper Merger by all necessary stockholder action.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company's corporate powers and, except for obtaining as set forth in the Stockholder Approvalnext succeeding sentence of this Section 3.02, have been duly authorized by all necessary corporate action on the part action. The affirmative vote of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common StockStock entitled to vote on this Agreement, voting together as a single one class (such votethe "Company Requisite Vote"), is the “Stockholder Approval”). No other only vote or approval of any class or series of securities of the Company or any of its Subsidiaries is Company's capital stock necessary to consummate approve and adopt this Agreement and the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeby this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, moratorium reorganization, moratorium, fraudulent transfer and other similar Applicable Laws laws affecting creditors’ ' rights generally from time to time in effect and by to general principles of specific performanceequity, injunctive relief including concepts of materiality, reasonableness, good faith and other equitable remediesfair dealing, regardless of whether in a proceeding at equity or at law). (b) At a meeting The Board of Directors of the Company (the "Company Board") has by unanimous vote of those present (who constituted 100% of the directors then in office), duly called and held, prior to validly authorized the execution and delivery of this AgreementAgreement and approved the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Company Board unanimously duly adopted resolutions for the consummation of the transactions, including the Merger, contemplated hereby and thereby, and has resolved to (i) determining and declaring that deem this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement are hereby, including the Merger, taken together, advisable and fair to, and in the best interests of of, the Company’s stockholders, Company and its shareholders and (ii) approving recommend that the execution, delivery shareholders of the Company approve and performance of adopt this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing . The Company Board has directed that the adoption of this Agreement be submitted to a vote of the stockholders shareholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyfor their approval.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining the Stockholder Approvaladoption of this Agreement by the Company’s stockholders in accordance with Delaware Law, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common StockShares, voting together as a single class (it being understood that each holder of Series A Preferred Shares shall be entitled to cast a number of votes per Series A Preferred Share as is equal to the number of votes that such holder would be entitled to cast had such holder converted its Series A Preferred Shares into Company Shares on the record date for such vote, pursuant to the terms of the Series A Certificate of Designation), to adopt this Agreement is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger and the approval of the transactions contemplated hereby (the “Company Stockholder Approval”). No other For the avoidance of doubt, by reason of the waiver and consent set forth in Section 1.04 of the Voting Agreement, no separate class vote or of Series A Preferred Shares is required in connection with the consummation of the Merger and the approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Subsidiary, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other or similar Applicable Laws laws of general application affecting creditors’ or relating to the enforcement of creditors rights generally and by general equitable principles of specific performancegeneral applicability, injunctive relief and other equitable remedieswhether considered in a proceeding at law or in equity. (b) At a meeting duly called and held, held prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions of Directors has (i) determining and declaring unanimously determined that this Agreement, the Merger Voting Agreement and the other transactions contemplated by this Agreement hereby and thereby, including the Merger, are advisable fair to and in the best interests of the Company’s Company and its stockholders, (ii) approving the execution, delivery unanimously approved and performance of declared advisable this Agreement, the Merger Voting Agreement and the other transactions contemplated by this Agreementhereby and thereby, including the Merger, (iii) directing directed that the adoption of this Agreement be submitted to a vote of the Company’s stockholders of the Company at the Stockholder Meeting for their adoption and (iv) recommending adoption of unanimously resolved, subject to Section 6.04(b), to recommend that the Company’s stockholders adopt this Agreement to the stockholders of the Company (such recommendation, the “Company Board Recommendation”), which determinations, approvals and resolutions have not subsequently been rescinded, rescinded or modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyway.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into and deliver this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The Subject to the accuracy of the representations and warranties in Section 5.10, 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 by this Agreement, except for subject to obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on Company. Subject to the part accuracy of the Company or its Subsidiaries pursuant to representations and warranties in Section 5.10, the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt and approve this Agreement, approve the Merger Agreement and to consummate the Merger and the other transactions contemplated hereby by this Agreement (under Applicable Law, the Company Governing Documents or otherwise) is adoption and approval of this Agreement by the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief equity (the “Bankruptcy and other equitable remediesEquity Exception”). (b) At The Company Board, at a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger and the other transactions contemplated by this Agreement hereby are fair to, advisable and in the best interests of the Company and the stockholders of the Company’s stockholders, (ii) approving the execution, delivery and performance of approved this Agreement, the Merger and the other transactions contemplated by hereby and declared it advisable that the Company enter into this AgreementAgreement and consummate the Merger and other transactions contemplated hereby, which approval, to the extent applicable and subject to the accuracy of the representations and warranties in Section 5.10, constituted approval under the provisions of Section 203 of the DGCL as a result of which the transactions contemplated hereby, including the Merger, are not and will not be subject to the restrictions on “business combinations” under the provision of Section 203 of the DGCL, (iii) directing authorized and approved the execution, delivery and performance by the Company of this Agreement and consummation of the Merger and other transactions contemplated hereby, (iv) subject to Section 6.03, determined to recommend that the adoption stockholders of the Company approve the Merger and adopt this Agreement (the “Board Recommendation”), and (v) directed that this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyCompany’s stockholders.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the Escrow Agreement and the consummation of the transactions contemplated to be consummated by it hereby and thereby are within its corporate powers and authority. The execution and delivery of this Agreement and the Escrow Agreement, the performance of the obligations under this Agreement and the Escrow Agreement required to be performed by the Company and the consummation of the Merger and the other transactions contemplated to be consummated by it under this Agreement, except for obtaining other than the Stockholder ApprovalMerger, and by the Escrow Agreement have been been, and, assuming receipt of the requisite approval of the Company’s stockholders, the Merger, will be at the Effective Time, duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeCompany. This Agreement has been duly constitutes, and the Escrow Agreement when executed and delivered by the Company andwill constitute, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and or other similar Applicable Laws laws affecting the enforcement of creditors’ rights generally and by general or (ii) applicable equitable principles of specific performance, injunctive relief and other equitable remedies(whether considered in a proceeding at law or in equity). (b) At a meeting duly called and held, prior to the execution The Company’s Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors has (i) determining and declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated to be consummated by this Agreement the Company hereby are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of unanimously approved this Agreement, the Merger Agreement and the other Escrow Agreement and the transactions contemplated to be consummated by this Agreementit hereby and thereby, and (iii) directing that the unanimously resolved to recommend adoption of this Agreement be submitted to by its stockholders. The affirmative vote of a majority of the Voting Common Shares is the only vote of the stockholders holders of any class or series of capital stock of the Company at the Stockholder Meeting and (iv) recommending adoption of necessary to adopt this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyAgreement.

Corporate Authorization. (a) The Company Subject to obtaining the approval of the holders of at least the number of outstanding shares of voting stock of Seller (the “Seller Stock”) required by the DGCL to approve the transactions contemplated hereby (the “Seller Stockholder Approval”), Seller has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and, subject and to the Stockholder Approval, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The board of directors of Seller has authorized and approved 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 by this Agreementhereby, and except for obtaining the Seller Stockholder Approval, have been duly authorized by all necessary no other corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are Seller is necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) consummation of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company Seller and, assuming due authorization, execution and delivery hereof by Parent and Merger SubPurchaser, constitutes a legal, valid and binding agreement obligation of the Company Seller, enforceable against the Company Seller in accordance with its terms, except as that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of specific performanceequity, injunctive relief whether considered in a proceeding at Law or in equity (collectively, the “Bankruptcy and other equitable remediesEquity Exception”). (b) At The board of directors of Seller, at a meeting duly called and held, prior has unanimously approved and declared advisable this Agreement and the transactions contemplated hereby, and the board of directors of Seller resolved to recommend that the stockholders of Seller approve this Agreement and the transactions contemplated hereby (the “Seller Board Recommendation”). (c) Neither the execution and delivery of this AgreementAgreement by Seller nor the consummation by Seller of the transactions contemplated hereby, nor compliance by Seller with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the Charter Documents or (ii) assuming that the Seller Stockholder Approval and the authorizations, consents and approvals referred to in Section 3.4 are obtained and the filings referred to in Section 3.4 are made, (A) violate any Law or Order applicable to Seller, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests or any of the Company’s stockholdersSubsidiaries or any of their respective properties or assets in any material respect, or (iiB) approving except as set forth on Schedule 3.2(c), violate, conflict with, result in the executionloss of any benefit under, delivery and constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of this Agreementany Lien (except for Permitted Liens) upon any of the respective properties or assets of, Seller, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote Company or any of the stockholders Company’s Subsidiaries under any Contract or Permit, to which Seller, the Company or any of the Company at Company’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the Stockholder Meeting and case of clause (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”B), which resolutions for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebya Material Adverse Effect.

Corporate Authorization. (a) The Company has all requisite the corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approvalperform its obligations under this Agreement, and to consummate the Merger and the other transactions contemplated by this Agreement. The executionexecution and delivery by the Company of this Agreement, delivery and the performance by the Company of its obligations under this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, Agreement have been duly and validly authorized by all necessary corporate action on the part Company, and, assuming the accuracy of the Company representations and warranties set forth in Section 4.08, no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the executionexecution or delivery by the Company of this Agreement, delivery and the performance by the Company of its obligations under this Agreement or the consummation by the Company of the transactions contemplated by this Agreement, except, with respect to the Merger, for (i) the adoption of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is by the affirmative vote (in person or by proxy) of the holders of not less than a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Shares (such vote, the “Required Stockholder Approval”)) and (ii) the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware. No other Other than the Required Stockholder Approval, assuming the accuracy of the representations and warranties set forth in Section 4.08, no vote or approval of the holders of any class or series of capital stock or other securities of the Company is necessary in connection with the execution or any delivery by the Company of this Agreement, the performance by the Company of its Subsidiaries is necessary to consummate obligations under this Agreement or the consummation by the Company of the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeby this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, and the accuracy of the representations and warranties set forth in Section 4.08, constitutes a valid and binding agreement obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity (the “Enforceability Exceptions”). (b) At a meeting duly called and held, prior the Board of Directors has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the holders of the Shares, (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the requirements of the DGCL, and (iii) resolved to recommend that the execution Company’s stockholders vote to approve the adoption of this Agreement (such recommendation, the “Board Recommendation”). As of the date of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining foregoing determinations and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted withdrawn in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyway.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to receipt of the affirmative vote of the holders of two-thirds of the outstanding shares of Company Common Stock in connection with the consummation of the Merger (the “Company Stockholder Approval”), to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger SubSubsidiary, 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 terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and equity). The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other equitable remediessecurities required in connection with the consummation of the Merger. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of transactions contemplated hereby to be consummated by the Company other than the Merger. (b) At a meeting duly called and held, prior to the execution Company’s Board of this Agreement, the Company Board unanimously Directors (or a duly adopted resolutions appointed committee thereof) has (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the executionapproved, delivery adopted and performance of declared advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby, (iii) directing that approved and adopted all actions necessary to render the Company Rights inapplicable to the Merger, this Agreement and the transactions contemplated hereby and (iv) resolved to recommend approval and adoption of this Agreement be submitted to a vote of by the Company’s stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (such recommendation, the “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining the Stockholder Approvalrequired approval of the Stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company Company. The adoption and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance approval of this Agreement or to consummate by the Merger. The only vote of holders of any class of capital stock (i) a majority of the total number of issued and outstanding shares of Company necessary to adopt Common Stock and Company Preferred Stock, on an as-converted basis, voting together as a single class and (ii) 66.7% of the issued and outstanding shares of Company Preferred Stock (subclause (i) and (ii), the “Company Stockholder Approval”) constitutes all of the votes, consents and approvals required of the Stockholders for the authorization, execution and delivery of this Agreement, approve Agreement by the Merger Company and consummate the performance by the Company of the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity). (b) At a meeting duly called and held, prior to the execution of this Agreementor by unanimous written consent, the Company Board unanimously duly adopted resolutions has (i) determining and declaring unanimously determined that this AgreementAgreement and the transactions contemplated hereby are fair to and in the best interests of the Stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, and (iii) unanimously resolved to recommend approval and adoption of this Agreement by the Stockholders (the “Company Board Approval”) and no other corporate actions on the part of the Company Board are necessary in connection with the authorization, execution and delivery of this Agreement by the Company and the performance by the Company of the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted hereby. The Company has delivered to Parent a vote of the stockholders certified copy of the Company Board Approval which has not been, and at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does Closing will not have in force any stockholder rights agreement been, revoked, rescinded or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyamended.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on Company. Assuming the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by Parent ▇▇▇▇▇▇ and Merger Sub, 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 Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution of this Agreement, the The Company Board at a duly held meeting has unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and it is in the best interests of the Company’s Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approving approved the execution, delivery and performance of this Agreement, Agreement and the consummation of the Merger and the other transactions contemplated by this Agreementhereby, and (iii) directing resolved to recommend that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of adopt this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have Company Recommendation has not been rescinded, modified or withdrawn, except rescinded or modified in any way as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL date hereof, and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholder Meeting. (c) The only votes or actions of holders of capital stock of the Company, or any similar anti-takeoverclass or series of capital stock of the Company, moratorium, or “control share” law applicable necessary to adopt this Agreement are (i) the adoption of this Agreement by the holders of a majority of the voting power of the outstanding shares of capital stock of the Company does notentitled to vote thereon, voting as a single class and will not(ii) the approval of the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock entitled to vote thereon, apply to this Agreement voting separately as a class (such votes or actions, collectively, the transactions contemplated hereby“Stockholder Approval”).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. 3.2.1 The execution, delivery and performance by Seller of this Agreement, the Company closing deliverables and the other instruments required to consummate the transactions contemplated by this Agreement to which Seller is a party (the "SELLER CLOSING DOCUMENTS") and the consummation of the transactions contemplated by this Agreement and the consummation by Seller Closing Documents are within Seller's corporate powers and have been (or, in the Company case of the Merger and the other transactions contemplated by this AgreementSeller Closing Documents, except for obtaining the Stockholder Approval, have been will be) duly authorized by all necessary corporate and stockholder action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeSeller. This Agreement has been duly executed constitutes, and delivered by the Company andSeller Closing Documents will constitute, assuming due authorizationthe legal, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement obligation of the Company Seller, enforceable against the Company Seller in accordance with its their respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors' rights and other similar Applicable Laws affecting creditors’ rights generally and by (b) the application of general principles of specific performance, injunctive relief and other equitable remediesequity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) At a meeting duly called 3.2.2 The execution, delivery and held, prior to performance by each Other Selling Party of the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger closing deliverables and the other instruments required to consummate the transactions contemplated by this Agreement are advisable to which such Other Seller Party is a party (the "OTHER SELLING PARTIES' CLOSING DOCUMENTS") and in the best interests consummation of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this AgreementAgreement and the Other Selling Parties' Closing Documents are within such Other Selling Party's corporate, (iii) directing that company or entity powers and will be duly authorized by all necessary corporate and equityholder action on the adoption part of this Agreement be submitted to a vote such Other Selling Party. Each Other Selling Parties' Closing Document will constitute the legal, valid and binding obligation of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”)such Other Selling Party, which resolutions have not been rescinded, modified or withdrawnenforceable against such Other Selling Party in accordance with their respective terms, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar anti-takeover agreement laws of general applicability affecting the enforcement of creditors' rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyat law).

Corporate Authorization. (a) The Company has all requisite corporate power execution, delivery and authority to enter into performance by Issuer of this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other agreements and instruments contemplated hereby, and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by this Agreementall necessary corporate action, including, without limitation, approval by its Board of Directors. The execution, delivery and performance by the Company Issuer of this Agreement and the other agreements and instruments contemplated hereby, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is and thereby do not require the affirmative vote (in person or by proxy) of holders of a majority in voting power approval of the outstanding shares stockholders of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeIssuer. This Agreement has been duly constitutes and, when executed and delivered by in accordance with its terms, the Company andother agreements and instruments contemplated hereby will constitute, assuming due authorizationa legal, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Issuer, enforceable against the Company Issuer in accordance with its terms, except (i) as such enforceability enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally, (ii) for limitations imposed by general principles of equity and (iii) that rights to indemnity may be limited by bankruptcyfederal and state securities laws and public policy considerations. The Common Stock, insolvency, moratorium Preferred Stock and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior Warrants issued to the execution Purchaser, when issued and delivered in accordance with the terms of this Agreement, will be validly issued and outstanding, fully paid and nonassessable, and free and clear of any Liens and good and valid title to the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests Securities will pass to Purchaser at such time. The shares of Common Stock issuable upon conversion of the Company’s stockholders, (ii) approving the execution, delivery Preferred Stock and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote exercise of the stockholders Warrants will, when issued, be validly issued and outstanding, fully paid and nonassessable, and free and clear of the Company at the Stockholder Meeting any Liens and (iv) recommending adoption of this Agreement good and valid title to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03Securities will pass to Purchaser at such time. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply Other than pursuant to this Agreement (including the Exhibits attached hereto), the Securities are not subject to any voting trust agreement, commitment or understanding to which Issuer is a party restricting or otherwise relating to the transactions contemplated herebyvoting, dividend rights or disposition of the Securities.

Corporate Authorization. (a) The Company has all requisite the corporate power and authority to enter into execute and deliver this Agreement and, subject to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock (the “Requisite Stockholder ApprovalVote”), to consummate the Merger and the other transactions contemplated by this Agreementhereby and to perform each of its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company and Company. Except for the adoption of this Agreement by the Requisite Stockholder Vote, no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. The Board of Directors of the Company, following the unanimous recommendation of the Special Committee, at a duly held meeting has (i) determined that it is in the best interests of the Company and its stockholders (other than holders of Shares that are Affiliates of Parent), and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) consummation of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals including the Merger, and (iii) resolved to recommend that would not be material to the stockholders of the Company approve the adoption of this Agreement and its Subsidiaries, taken as a whole. directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholder Meeting. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, and valid execution and delivery of this Agreement by Parent and Merger Sub, constitutes a legal, 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 moratorium, reorganization or similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesprinciples. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining the Stockholder Approvalrequired approval of the Shareholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company. The Company has heretofore delivered or made available to Parent true and no other corporate proceedings on complete copies of the part articles of incorporation and bylaws of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery as currently in full force and performance of this Agreement or to consummate the Mergereffect. The only vote Company is not in violation of any of the provisions of its articles of incorporation or bylaws. The affirmative votes of (i) the holders of any a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting together as a single class on an As-Converted basis), (ii) the holders of capital stock at least two-thirds of the outstanding shares of Company Investor Preferred Stock (voting together as a single class on an As-Converted basis) and (iii) the holders of a majority of the outstanding shares of the Company Common Stock are the only votes of the Shareholders necessary to adopt this Agreement, approve in connection with the Merger and consummate consummation of the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Company Shareholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its termsCompany, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other or similar Applicable Laws laws relating to or affecting creditors’ rights generally and by to general principles of specific performance, injunctive relief and other equitable remediesequity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) At a meeting duly called and held, prior to the execution Company’s Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors has (i) determining unanimously determined that the Merger is fair to and declaring that in the best interests of the Shareholders, (ii) unanimously approved and adopted this AgreementAgreement and the transactions contemplated hereby, and (iii) unanimously resolved to recommend approval and adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyShareholders.

Corporate Authorization. (a) The Company has all requisite full corporate power and authority to enter into execute and deliver this Agreement and, subject to the Stockholder Approval, and to consummate the Merger Transaction and the other transactions contemplated by this Agreementhereby (including the Bank Merger). The execution, execution and delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger Transaction and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly authorized duly, validly and unanimously approved by the Company Board. The Company, as the sole shareholder of Company Virginia Sub, has approved the Reincorporation Merger, Share Exchange and waived any right to dissent from the Share Exchange for all necessary corporate action purposes of Section 13.1-729 et seq. of the VSCA. Except for the affirmative vote of the holders of not less than a majority of the outstanding Company Common Stock voting on the part Reincorporation Merger, voting together as a single class to adopt and approve this Agreement and the Transaction (the “Company Shareholder Approval”) and, in the case of the Bank Merger, the adoption and approval of the applicable agreement and plan of merger in respect of the Bank Merger by the board of directors of or similar governing body of Company Bank, and, in the case of the IHC Merger, board and shareholder proceedings required in respect thereof, no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of approve this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and Transaction or the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholethereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its termsterms (subject, except as such enforceability may be limited by in the case of enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity (the “Enforceability Exceptions”)). (ba) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions has by unanimous approval (i) determining and declaring determined that this AgreementAgreement and the transactions contemplated hereby, including the Transaction, the Reincorporation Merger and the other transactions contemplated by this Agreement Share Exchange, are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery Company and performance of this Agreement, the Merger its stockholders and the other transactions contemplated by this Agreement, (iii) directing has directed that the adoption of this Agreement be submitted to the Company’s stockholders for adoption, (ii) recommended that such shareholders adopt and approve this Agreement and the Transaction, at a vote duly held meeting of such shareholders (such recommendation, the stockholders of “Company Board Recommendation”), (iii) adopted a resolution to the Company at the Stockholder Meeting foregoing effect, and (iv) recommending adoption of together with the Company Virginia Sub Board, taken all other actions necessary to exempt the Reincorporation Merger, the Share Exchange, this Agreement to and the stockholders transactions contemplated by each of the Company (the foregoing from any “Company Recommendationfair price”), which resolutions have not been rescinded“moratorium”, modified or withdrawn“control share acquisition”, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pillinterested stockholder”, “business combination” or other similar anti-takeover agreement statute or plan. The Company Board has taken all necessary action so that regulation promulgated by a Governmental Authority (including Section 203 of the DGCL or any similar antiand Sections 13.1-takeover725 et seq. and 13.1-728.1 et seq. of the VSCA) (collectively, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyTakeover Statutes”).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement andauthority, subject to and has taken all corporate action necessary, for the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this the Arrangement Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this the Arrangement Agreement, except for obtaining the Stockholder Approval, have . The Arrangement Agreement has been duly authorized authorized, executed and delivered by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Arrangement Agreement or to consummate the Merger. The only vote of holders of any class of capital stock transactions contemplated hereby other than in connection with the approval by the Board of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger Circular and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution Maple Shareholders in the manner required by the Interim Order and delivery applicable Laws and approval by Parent and Merger Sub, the Court. The Arrangement Agreement constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, moratorium reorganization or other Laws of general application relating to or affecting rights of creditors and other similar Applicable Laws affecting creditors’ rights generally and by general principles of that equitable remedies, including specific performance, injunctive relief are discretionary and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company may not be ordered. The Board has unanimously duly adopted resolutions (i) determining and declaring that this Agreement, approved the Merger Arrangement and the other transactions contemplated herein and authorized the entering into of this Arrangement Agreement, the execution hereof, and the performance of the provisions hereof by this Agreement are advisable the Company; (ii) determined, based in part on the Fairness Opinion, that the Arrangement is fair to the Maple Shareholders and that the Arrangement is in the best interests interest of the Company’s stockholders, (ii) approving the execution, delivery ; and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing recommended that the adoption of this Agreement be submitted to a Maple Shareholders vote in favour of the stockholders Arrangement Resolution. Each member of the Company at the Stockholder Meeting and (iv) recommending adoption Board has indicated his or her intention to vote all of this Agreement to the stockholders his or her Maple Shares in favour of the Company (Arrangement Resolution and has agreed that the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party press release to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to be issued by the Company does not, announcing the Arrangement may reference such statement of intention and will not, apply that references to this Agreement or such intention may be made in the transactions contemplated herebyInformation Circular.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company's corporate powers and, except for obtaining the Stockholder Approvalrequired approval of the Company's stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the holders of at least 80% of the outstanding Company or its Subsidiaries pursuant to Shares is the DGCL are only vote of the holders of any of the Company's capital stock necessary to authorize in connection with the execution, delivery and performance consummation of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, (assuming due authorization, execution authorization and delivery by Parent and Merger Sub, Parent) constitutes a valid and binding agreement obligation of the Company Company, and will be enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium and other reorganization, moratorium, receivership or similar Applicable Laws laws affecting the enforcement of creditors’ ' rights generally and by general principles except that the availability of the equitable remedy of specific performance, performance or injunctive relief and other equitable remediesis subject to the discretion of the court before which any such proceeding may be brought. (b) The execution, delivery and performance of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of the Company Bank. The Board of Directors of the Company Bank has declared the transactions contemplated by the Bank Merger Agreement to be advisable and fair to and in the best interests of the Company Bank's sole stockholder and has directed that the Bank Merger Agreement and the transactions contemplated thereby be submitted to the Company as the Company Bank's sole stockholder for approval and, except for the approval of the Bank Merger Agreement by the Company as the Company Bank's sole stockholder, no other corporate proceedings on the part of the Company Bank are necessary to approve the Bank Merger Agreement and to consummate the transactions contemplated thereby. The Bank Merger Agreement (assuming due authorization and delivery by Parent Bank) constitutes a valid and binding obligation of the Company Bank, and will be enforceable against the Company Bank in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership or similar laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any such proceeding may be brought. (c) At a meeting duly called and held, prior to the execution Company's Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors has (i) determining and declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable and fair to and in the best interests of the Company’s 's stockholders, (ii) approving the execution, delivery unanimously approved and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of adopted this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby, including the Merger and (iii) unanimously resolved (subject to Section 7.3(b)) to recommend approval of the Merger and adoption of the Merger Agreement by the Company's stockholders.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and corporate authority and, except for obtaining the Stockholder ApprovalCompany Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio, have been duly authorized by all necessary no other corporate action not previously taken on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are is necessary to authorize the execution, execution and delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of by the Company necessary to adopt of this Agreement, approve the Merger performance by the Company of its covenants and consummate obligations hereunder or the Merger and consummation of the other transactions contemplated hereby is the hereby. The affirmative vote (in person or by proxy) of the holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Shares entitled to vote at the Company Shareholders Meeting on the adoption of this Agreement (such vote, the “Stockholder Company Shareholder Approval”). No other ) is the only vote or approval of the holders of any class or series of securities the Company’s capital stock required by Applicable Law or under the organizational documents of the Company or any of its Subsidiaries is necessary to adopt, approve or consummate the transactions contemplated hereby, except for approvals that would not be material to hereby (including the Merger). The Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar Applicable Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of specific performance, injunctive relief and other equitable remedies, whether at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, prior to the execution Board of this Agreement, the Company Board Directors has unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company and the Company’s stockholdersshareholders, and declared it advisable to enter into this Agreement and consummate the transactions contemplated hereby upon the terms and subject to the conditions set forth herein, (ii) approving approved the execution, execution and delivery and performance of this AgreementAgreement by the Company, the Merger performance by the Company of its covenants and other obligations hereunder, and the other consummation of the transactions contemplated by this Agreementhereby upon the terms and conditions set forth herein, (iii) directing resolved to make the Company Recommendation in accordance with the OGCL and (iv) directed that the adoption of this Agreement and the transactions contemplated hereby be submitted to a vote at a meeting of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”)Company’s shareholders, which resolutions have not not, as of the date of this Agreement been subsequently rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and, subject only to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) 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 by this Agreementhereby. 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 by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company Company, and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and or the other transactions contemplated hereby is hereby, subject, in the affirmative vote (in person or by proxy) of holders of a majority in voting power case of the outstanding shares of Merger, to obtaining the Company Common Stock, voting together as a single class (such vote, Stockholder Approval and the “Stockholder Approval”). No other vote or approval of any class or series of securities filing of the Company or any Certificate of its Subsidiaries is necessary to consummate Merger with the transactions contemplated hereby, except for approvals that would not be material to Secretary of State of the Company and its Subsidiaries, taken as a wholeState of Delaware in accordance with the DGCL. This Agreement has been duly executed and delivered by the Company and, assuming due authorizationpower and authority of, and due execution and delivery by by, Parent and Merger Sub, constitutes a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, moratorium and other fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting creditors’ the rights of creditors generally and by general principles the availability of specific performanceequitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (together, injunctive relief the “Bankruptcy and other equitable remediesEquity Exception”). (b) At The Board of Directors of the Company, at a meeting duly called and held, prior to the execution of this Agreement, the Company Board has unanimously duly adopted resolutions (i) determining and declaring that it advisable for the Company to enter into this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, and the consummation of the Merger and the other transactions contemplated by this Agreementhereby, (iii) directing that the adoption of this Agreement be submitted to a vote the holders of the stockholders of the Company at the Stockholder Meeting Common Stock for consideration and (iv) recommending recommending, the adoption of this Agreement to by the stockholders holders of the Company Common Stock (such recommendation, the “Company Board Recommendation”). Subject to Section 6.3, which such resolutions have not been subsequently rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Seller and its Subsidiaries (including the Company Purchased Subsidiary) of this Agreement the Transaction Documents to which they are parties, and the consummation by Seller or any of its Subsidiaries (including the Company Purchased Subsidiary) of the Merger and the other transactions contemplated by this Agreementhereby and thereby, except for obtaining the Stockholder Approvalare within Seller’s and any such Subsidiaries’ power and authority and have been, have been or will be prior to their execution, delivery and performance, duly authorized by all necessary corporate action and no other or further action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company Seller or any of its Subsidiaries (or their respective equity holders) is necessary to consummate authorize the execution and delivery by Seller and its Subsidiaries of the Transaction Documents to which they are parties, the performance by them of their obligations thereunder, and the consummation by them of the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholethereby. This Agreement has been duly executed and delivered by the Company Seller and, assuming due authorizationand valid execution by each other party hereto, execution and delivery by Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company Seller, enforceable against Seller 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”)). Upon the execution and delivery thereof by Seller and its Subsidiaries that are parties thereto, the other Transaction Documents will have been duly executed and delivered by Seller and such Subsidiaries and, assuming due and valid execution by each other party thereto (other than Seller and its Subsidiaries), each other Transaction Document to which Seller or any of its Subsidiaries is a party constitutes a valid and binding agreement of Seller and each such Subsidiary, enforceable against Seller and each such Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior subject to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyEnforceability Exceptions.

Corporate Authorization. (a) The Company Each of the Seller Parent and the Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger execute and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of deliver this Agreement and the consummation by the Company each Ancillary Transaction Agreement to which it is or will be a party as of the Merger Closing, to perform its obligations hereunder and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company thereunder and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and each Ancillary Transaction Agreement to which it is or will be a party as of the Closing, except for approvals that would not be material to the Company performance of the Seller Parent’s and its Subsidiaries, taken as a wholethe Seller’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all respective requisite corporate action of each of the Seller Parent and the Seller. This Agreement Each of the Seller Parent and the Seller has been duly executed and delivered by this Agreement and on the Company andClosing Date will have duly executed and delivered each Ancillary Transaction Agreement to which it is or will be a party as of the Closing. This Agreement constitutes, assuming due authorizationand each such Ancillary Transaction Agreement when so executed and delivered will constitute, execution and delivery by Parent and Merger Subthe legal, constitutes a valid and binding agreement obligation of the Company Seller Parent and the Seller enforceable against the Company Seller Parent and the Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar Applicable Laws affecting or relating to the enforcement of creditors’ rights generally and or by general principles of specific performance, injunctive relief and other equitable remediesequity (whether such enforcement is sought in equity or at law). (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by each of the Company and the Stockholder Representative of this Agreement and each other Transaction Document to which the Company or the Stockholder Representative is or will be a party and the consummation by of the Company transactions contemplated hereby and thereby are within its corporate or limited partnership powers, as applicable, and, except for the affirmative vote in connection with the consummation of the Merger and of the other transactions contemplated holders of at least 66.67% of the Company Stock held by this the Investors (as such term is defined in the Company Stockholders Agreement, except for obtaining ) (the “Company Stockholder Approval”), have been duly authorized by all necessary corporate action on the part of the Company and all necessary limited partnership action on the part of the Stockholder Representative and no other corporate corporate, shareholder, partner or other similar proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL Stockholder Representative are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person Transaction Document or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholehereby or thereby. This Agreement has been duly and each of the other Transaction Documents to which the Company or the Stockholder Representative is or will be a party constitutes, or will when executed and delivered by the Company andconstitute, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company and the Stockholder Representative, as applicable, enforceable against the Company and the Stockholder Representative, 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 Laws laws from time to time in effect affecting generally the enforcement of creditors’ rights generally and by remedies and (ii) general principles of specific performanceequity, injunctive relief and other equitable remedieswhether in a proceeding at law or in equity. (b) At a meeting duly called and held, prior to the execution The Company’s Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors has (i) determining and declaring unanimously determined that this Agreement, the Merger Agreement and the other Transaction Documents to which the Company is a party, and the transactions contemplated by this Agreement hereby and thereby (including the Merger), are advisable advisable, fair to and in the best interests of the Company’s stockholders, (ii) approving unanimously approved and adopted this Agreement and the executionother Transaction Documents to which the Company is a party, and the transactions contemplated hereby and thereby (including the Merger), and (iii) unanimously recommended adoption of this Agreement by its stockholders. The members of the Company’s Board of Directors who are not Affiliates of the ArcLight Funds have (although not a committee of the Company’s Board of Directors) (i) unanimously determined that this Agreement and the other Transaction Documents to which the Company is a party, and the transactions contemplated hereby and thereby (including the Merger), are advisable, fair to and in the best interests of the Company’s stockholders and (ii) unanimously approved this Agreement and the other Transaction Documents to which the Company is a party, and the transactions contemplated hereby and thereby (including the Merger) (c) The Stockholder Consents will be executed and delivered by the Stockholders identified on Section 4.02(c) of the Company Disclosure Schedule immediately after the execution and delivery and performance of this Agreement, the Merger and the when so executed and delivered will constitute a valid, effective and irrevocable Company Stockholder Approval and no other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote or action of the stockholders holders of any class or series of the capital stock of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of will be necessary under Delaware Law, the Company (Stockholders Agreement or otherwise to consummate the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement Merger or the transactions contemplated herebyprovided for herein.

Corporate Authorization. (a) The Company Parent has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approval, perform its obligations hereunder and to consummate the Merger and the other transactions to which it is a party contemplated by this Agreementhereby. The execution, delivery and performance by the Company Parent of this Agreement and the consummation by the Company Parent of the Merger and the other transactions to which it is a party contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized and approved by all necessary corporate action on the part 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 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 Parent of this Agreement and the consummation of the Company transactions to which it is a party contemplated hereby, upon the terms and no subject to the conditions set forth herein. No other corporate proceedings on the part of Parent or any other vote by the Company holders of any class or its Subsidiaries pursuant to the DGCL series of capital stock of Parent are necessary to authorize the execution, delivery and performance of approve or adopt this Agreement or to consummate the transactions contemplated hereby (except for the filing of the Articles of Merger, as required by applicable Law). The only vote stockholders of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve Parent have no dissenters’ or appraisal rights in connection with the Merger and consummate the Merger and or the other transactions contemplated hereby 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 the affirmative vote considered in a proceeding in equity or at law) (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such votetogether, the “Stockholder ApprovalBankruptcy and Equity Exception”). (c) Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement and the consummation by Merger Sub of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the sole member of Merger Sub. The sole member of Merger Sub has determined that this Agreement and the transactions contemplated hereby are in the best interests of Merger Sub. No other vote or approval company proceeding on the part of any class or series of securities of the Company or any of its Subsidiaries Merger Sub is necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby, hereby (except for approvals that would not be material to the Company and its Subsidiariesfiling of the Articles of Merger, taken as a wholerequired by applicable Law). This Agreement has been duly executed and delivered by the Company Merger Sub and, assuming due authorizationpower and authority of, and due execution and delivery by Parent and Merger Subby, the other parties hereto, 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 Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior subject to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining Bankruptcy and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyEquity Exception.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this AgreementAgreement are within the corporate powers of the Company and, except for obtaining the Stockholder Company 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 Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of at least a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Stock approving and adopting this Agreement is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (such vote, the “Stockholder Approval“ Company Shareholder Approval ”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, and (assuming due authorization, execution and delivery by Parent and Merger Sub, ) constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by remedies generally, and subject, as to enforceability, to general principles of specific performanceequity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, injunctive relief the “ Bankruptcy and other equitable remediesEquity Exceptions ”)). (b) At a meeting duly called and held, prior to the execution Board of this Agreement, Directors of the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Merger) are advisable fair to and in the best interests of the Company’s stockholdersCompany and its shareholders, (ii) approving the executionapproving, delivery adopting and performance of declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby (including the Merger), (iii) directing that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company at the Stockholder Meeting Company’s shareholders, and (iv) recommending approval and adoption of this Agreement to (including the stockholders Merger) by the Company’s shareholders (such recommendation, the “ Company Board Recommendation ”). Except as permitted by Section 6.02 , the Board of Directors of the Company (the “Company Recommendation”), which resolutions have has not been subsequently rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force withdrawn any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyforegoing resolutions.

Corporate Authorization. (a) The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and, subject only to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval") 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 by this Agreementhereby. 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 by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company Company, and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and or the other transactions contemplated hereby is hereby, subject, in the affirmative vote (in person or by proxy) of holders of a majority in voting power case of the outstanding shares of Merger, to obtaining the Company Common Stock, voting together as a single class (such vote, Stockholder Approval and the “Stockholder Approval”). No other vote or approval of any class or series of securities filing of the Company or any Certificate of its Subsidiaries is necessary to consummate Merger with the transactions contemplated hereby, except for approvals that would not be material to Secretary of State of the Company and its Subsidiaries, taken as a wholeState of Delaware in accordance with the DGCL. This Agreement has been duly executed and delivered by the Company and, assuming due authorizationpower and authority of, and due execution and delivery by by, Parent and Merger Sub, constitutes a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, moratorium and other fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting creditors’ the rights of creditors generally and by general principles the availability of specific performanceequitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (together, injunctive relief the "Bankruptcy and other equitable remediesEquity Exception"). (b) At The Board of Directors of the Company, at a meeting duly called and held, prior to the execution of this Agreement, the Company Board has unanimously duly adopted resolutions (i) determining and declaring that it advisable for the Company to enter into this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, and the consummation of the Merger and the other transactions contemplated by this Agreementhereby, (iii) directing that the adoption of this Agreement be submitted to a vote the holders of the stockholders of the Company at the Stockholder Meeting Common Stock for consideration and (iv) recommending recommending, the adoption of this Agreement by the holders of Company Common Stock (such recommendation, the "Company Board Recommendation"). Subject to the stockholders of the Company (the “Company Recommendation”)Section 6.3, which such resolutions have not been subsequently rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and, subject to receipt of the Stockholder Shareholder Approval, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The executionUpon the recommendation of the Special Committee, the execution and delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly approved and adopted by the Company Board. The Shareholder Approval is the only vote of the holders of any class or series of the capital stock of the Company or any of its Subsidiaries necessary to adopt this Agreement, approve the Merger or consummate any of the other transactions contemplated by this Agreement, except for obtaining the 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 or its Subsidiaries pursuant to other than the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock receipt of the Company Shareholder Approval are necessary to adopt this Agreement, approve the Merger and or consummate the Merger and any of the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly and validly executed and delivered by the Company Company, and, assuming due authorization, execution execution, and delivery by each of Parent and Merger Sub, constitutes a the valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar Applicable Laws laws affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of specific performance, injunctive relief and other equitable remediesequity (regardless of whether considered in a proceeding in equity or at law). (b) At The Special Committee and the Company Board have received the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. (the “Financial Advisor”), dated August 10, 2010, to the effect that as of such date and subject to the qualifications and limitations set forth therein, the Merger Consideration to be paid to the holders of shares of Company Common Stock entitled to payment thereof pursuant to Section 2.03(a), is fair, from a financial point of view, to such holders. By unanimous vote, the Special Committee, at a meeting duly called and held, held prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions : (iA) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, including the Merger, are advisable and fair to, and in the best interests of, the Company and its shareholders (iiiother than Parent, Merger Sub and their Affiliates); and (B) directing recommended this Agreement and the transactions contemplated by this Agreement, including the Merger, to the Company Board and the holders of shares of Company Common Stock for their adoption. Upon the recommendation of the Special Committee, the Company Board has determined that this Agreement and the adoption of transactions contemplated by this Agreement, including the Merger, are advisable and fair to, and in the best interests of, the Company and its shareholders (other than Parent, Merger Sub and their Affiliates), unanimously approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, resolved to make the Board Recommendation, and directed that this Agreement be submitted to a vote the holders of the stockholders shares of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyCommon Stock for their adoption.

Corporate Authorization. (a) The Company has Parent and PLC each have all requisite necessary corporate power and authority to enter into execute and deliver this Agreement andand the other agreements referred to in this Agreement, subject to the Stockholder Approval, perform their respective obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution, delivery and performance by the Company Parent and PLC of this Agreement and the consummation by the Company Parent and PLC of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and PLC and no other corporate proceedings on the Company part of Parent or PLC are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, a resolution of the shareholders of PLC (the “PLC Approval”), duly passed at a general meeting (or an adjournment of that meeting) approving the entering into by Parent and Merger Sub of this Agreement and the consummation of the Merger for the purposes of LR 10.6.1R of the Listing Rules published by the United Kingdom Financial Services Authority (the “Listing Rules”) requiring PLC to prepare and publish a circular (the “Circular”) and prospectus (the “Prospectus”) approved by the United Kingdom Listing Authority pursuant to LR2.2.10R and LR13.2.1R of the Listing Rules). The Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement to perform its obligations hereunder and thereunder and to consummate the Merger and the Transactions. The execution, delivery and performance of this Agreement by the Merger Sub and the consummation by the Merger Sub of the Merger and the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the Parent as the holder of a majority of the then outstanding shares of Merger Sub Common Stock and the filing of appropriate merger documents as required by the DGCL). The only vote board of holders directors of any class of capital stock of the Company necessary to adopt Merger Sub has unanimously approved this Agreement, approve the Merger declared it to be advisable and consummate the Merger and the other transactions contemplated hereby is the affirmative resolved to recommend to Parent that it vote (in person or by proxy) of holders of a majority in voting power favor of the outstanding shares adoption of Company Common Stock, voting together as a single class (such vote, this Agreement in accordance with the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeDGCL. This Agreement has been duly and validly executed and delivered by PLC, Parent and the Company andMerger Sub and constitutes the legal, assuming due authorizationvalid and binding obligation of each of PLC, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company each of PLC, Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable applicable Laws affecting creditors’ rights generally and by general principles of specific performanceequity. Since incorporation, injunctive relief and Merger Sub has not carried on any business or conducted any operations other equitable remedies. (b) At a meeting duly called and held, prior to than the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining performance of its obligations hereunder and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests matters ancillary thereto. Parent owns all of the Company’s stockholdersissued and outstanding shares of Merger Sub capital stock, (ii) approving the execution, delivery free and performance clear of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyLien.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company Issuer of this Agreement Agreement, the Series B Notes, the Series B Warrants and the other Transaction Documents and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining hereby and thereby are within the Stockholder Approval, Issuer’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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance Issuer. (b) Each of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby Transaction Documents to which the Issuer is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement party has been duly executed and delivered by the Company and, Issuer and assuming due authorization, execution and delivery by Parent and Merger Sub, the other parties to such agreements constitutes a legal, valid and binding agreement of the Company Issuer enforceable against the Company Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws laws relating to or affecting creditors’ rights creditors generally and or by general equity principles (regardless of specific performance, injunctive relief and other equitable remedieswhether such enforceability is considered in a proceeding in equity or at law). (bc) At Each of the Series B Notes and the Series B Warrants will be duly executed and delivered by the Issuer and, when issued and delivered pursuant to this Agreement and, in the case of the Series B Notes, the Indenture, will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a meeting duly called proceeding in equity or at law). (d) Each of the Series B Notes and heldthe Series B Warrants will, prior when issued, be validly issued, free and clear of any Lien and free of any other restriction or limitation (including any restriction on the right to vote, sell or otherwise dispose of the execution of this Series B Notes or the Series B Warrants) except as provided under applicable securities laws or as set forth in the Indenture, the Registration Rights Agreement, the Company Board unanimously duly adopted resolutions Securityholders Agreement or the Issuer’s restated certificate of incorporation and bylaws. The shares of Common Stock issuable upon conversion of the Series B Notes or exercise of the Series B Warrants will, when issued, be validly issued, fully paid and nonassessable, free and clear of any Lien and free of any other restriction or limitation (including any restriction on the right to vote, sell or otherwise dispose of such shares of Common Stock) except as provided under applicable securities laws or as set forth in the Indenture, the Registration Rights Agreement, the Securityholders Agreement or the Issuer’s restated certificate of incorporation and bylaws. (e) The Issuer has received the consent of the holder of the Issuer’s Series C Cumulative Preferred Stock permitting (i) determining the incurrence by the Issuer and declaring that this Agreement, its Subsidiaries of the Merger and the other transactions senior debt financing contemplated by this Agreement are advisable the Commitment Letters (as defined below) and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance issuance by the Issuer of this Agreement, the Merger Securities hereunder and the other transactions contemplated Series A Securities pursuant to the Securities Purchase Agreement. (f) The Board of Directors has authorized the officers of the Issuer to seek approval of the Charter Amendment by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of Commission and the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyIssuer.

Corporate Authorization. (a) The Company Seller has all requisite full corporate power and authority to enter into execute and deliver this Agreement andand each of the Ancillary Agreements and Restructuring Agreements to which it is or will be a party, subject to the Stockholder Approvalperform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by the Company Seller of this Agreement and each of the Ancillary Agreements and Restructuring Agreements to which it is or will be a party, the performance of its obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby, except for obtaining the Stockholder Approval, have has been duly authorized by all necessary and validly authorized, and no additional corporate action on the part or stockholder authorization or consent (including, without limitation, under Section 271 of the Company and no other corporate proceedings on Delaware General Corporation Law) is or at the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize Closing will be required in connection with the execution, delivery and performance by Seller of this Agreement or any of such Ancillary Agreements or Restructuring Agreements. Each Affiliate of Seller has or prior to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary Closing will have full corporate power and authority to adopt this execute and deliver each Ancillary Agreement, approve Restructuring Agreement and other document or agreement to be delivered at or prior to the Merger Closing to which it is or will be a party, to perform its obligations thereunder and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated herebythereby. The execution, except for approvals that would not be material to the Company delivery and its Subsidiariesperformance by each Affiliate of Seller of each Ancillary Agreement, taken as a whole. This Restructuring Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, document or agreement to be delivered at or prior to the execution of this AgreementClosing to which it is or will be a party, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger performance of its obligations thereunder and the other consummation of the transactions contemplated by this Agreement are advisable thereby have been or at the Closing, will have been duly and validly authorized, and no additional corporate or stockholder authorization or consent is or at the Closing will be required in the best interests of the Company’s stockholders, (ii) approving connection with the execution, delivery and performance by any Affiliate of this AgreementSeller of any of such Ancillary Agreements, the Merger and the Restructuring Agreements or other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement documents or agreements to which such Affiliate is or will be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified party or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebysignatory.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company Seller of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby are within Seller’s corporate powers and have been duly and validly authorized by all necessary corporate action on the part of Seller. The execution, delivery and performance of each other Transaction Document to which Seller or any of its Affiliates is or will be a party, by Seller and any such Affiliates, and the Company consummation of the transactions contemplated thereby, are within Seller’s and no any such Affiliate’s corporate powers and have been, or will be prior to their execution, delivery and performance, duly and validly authorized by all necessary corporate action on the part of Seller and any such Affiliates. No other corporate proceedings on the part of the Company Seller or any of its Subsidiaries pursuant to the DGCL Affiliates are necessary to authorize the execution, delivery and or performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other Transaction Documents or the consummation of the transactions contemplated hereby is the affirmative vote (in person or and thereby. Assuming due and valid execution by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stockeach other party hereto, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This this Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Seller, enforceable against Seller 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 Seller or any of its Affiliates is a party constitutes or, upon the execution and delivery thereof by Seller and any such Affiliate, shall constitute, a valid and binding agreement of Seller and any such Affiliate, enforceable against Seller and any such Affiliate in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior subject to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyEnforceability Exceptions.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining the Stockholder Approval, if required, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the holders of a majority of the outstanding shares of Company or its Subsidiaries pursuant to Common Stock in favor of the DGCL are necessary to authorize the execution, delivery approval and performance adoption of this Agreement or to consummate and the Merger. The Merger (the “Stockholder Approval”) is the only vote of the holders of any class of the Company’s capital stock necessary in connection with the consummation of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholethis Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present, the Company’s Board of Directors duly and unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreementhereby, (iii) directing that the adoption of this Agreement and the Merger be submitted to a vote of the stockholders of the Company at the Stockholder Meeting Meeting, if required to consummate the Merger under Delaware Law, and (iv) recommending adoption of this Agreement to making the stockholders of the Company (the “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and and, assuming the accuracy of the representation in the last sentence of Section 5.09, performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining the Stockholder Approvalrequired approval of the Company’s stockholders in connection with the consummation of the Merger and assuming the accuracy of the representation in the last sentence of Section 5.09, have been duly authorized by all necessary corporate action on the part of the Company Company. Assuming the accuracy of the representation in the last sentence of Section 5.09, the performance and no other corporate proceedings the consummation by OpCo LLC of the transactions contemplated hereby are within OpCo LLC’s limited liability company powers and, assuming the accuracy of the representation in the last sentence of Section 5.09, have been duly authorized by all necessary action on the part of OpCo LLC. Assuming the Company or its Subsidiaries pursuant accuracy of the representation in the last sentence of Section 5.09, the approval of (i) a majority of the votes entitled to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of be cast by holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger issued and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class and with the Series A Convertible Preferred Stock voting on an as-converted basis, and (such voteii) the holders of two-thirds of the issued and outstanding shares of Series A Convertible Preferred Stock, voting together as a single class, are the only votes of the holders of any Company Stock necessary in connection with the consummation of the Merger and the transactions contemplated by this Agreement (the “Company Stockholder Approval”). No other ) and no vote or approval of any class or series of securities consent of the Company holders of Common Units, Series A Convertible Preferred Units or any capital stock of, or other equity or voting securities or interest in, OpCo LLC is required by any Applicable Law, the OpCo LLC Agreement or other equivalent organizational documents of its Subsidiaries is necessary OpCo LLC in order for OpCo LLC to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming Assuming due authorization, execution and delivery by Parent and Merger SubSubsidiary, and the accuracy of the representation in the last sentence of Section 5.09, 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 terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity). (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board has unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery approved and performance of declared advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby upon the terms and subject to the conditions set forth herein, (iii) directing approved the execution and delivery of the Voting and Support Agreements and the Blueapple Sale Agreement by the parties thereto (and the consummation of the transactions contemplated thereby), (iv) directed that the adoption of this Agreement be submitted to a vote of the Company’s stockholders of the Company at the Stockholder Meeting to be adopted and approved, and (ivv) recommending resolved, subject to Section 6.03, to recommend adoption of this Agreement to by the Company’s stockholders of (such recommendation in the Company preceding clause (v), the “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted withdrawn in any way (unless such rescission or modification has been effected after the date hereof in accordance with Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company Apple of this Agreement and the Scheme of Arrangement and the consummation by the Company Apple of the Merger and the other transactions contemplated by this AgreementAgreement and the Scheme of Arrangement are within the corporate powers and authority of Apple and, except for obtaining the Stockholder ApprovalApple Shareholder Approvals and the sanction of the Scheme of Arrangement by the Court, have been duly authorized by all necessary corporate action on the part of Apple. The Apple Shareholder Approvals are the Company and no other corporate proceedings on the part only votes of the Company Apple Shareholders or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class other Equity Securities of capital stock of the Company Apple necessary to adopt in connection with this Agreement, approve the Merger and consummate the Merger Agreement and the other transactions contemplated hereby is Scheme of Arrangement and the affirmative vote (in person or consummation by proxy) Apple of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to by this Agreement and the Company and its Subsidiaries, taken as a wholeScheme of Arrangement. This Agreement has been and the Scheme of Arrangement will be duly executed and delivered by the Company and, Apple and (assuming due authorization, execution and delivery by Parent and Merger Sub, Purchaser) constitutes a valid valid, legal and binding agreement of the Company Apple enforceable against the Company Apple in accordance with its terms, terms (except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and remedies generally, and by general principles of specific performanceequity, injunctive relief regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the “Bankruptcy and other equitable remediesEquity Exceptions”)). (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Apple Board unanimously duly adopted resolutions resolved (i) determining and declaring that this Agreement, the Merger Scheme of Arrangement and the other transactions contemplated by this Agreement hereby and thereby (including the Transaction) are advisable fair to Apple and in the best interests Apple Shareholders and likely to promote the success of Apple for the benefit of the Company’s stockholdersApple Shareholders as a whole, (ii) approving the execution, delivery and performance of that this Agreement, the Merger Scheme of Arrangement and the other transactions contemplated by this Agreement, hereby and thereby (including the Transaction) be and are approved and (iii) directing that to unanimously recommend to the adoption of this Agreement be submitted to a vote Apple Shareholders the approval of the stockholders Scheme of Arrangement at the Scheme Meeting and the passing of the Company Apple Shareholder Resolution at the Stockholder Meeting and Apple GM (iv) recommending adoption of this Agreement such recommendation referred to the stockholders of the Company (herein as the “Company Apple Board Recommendation”). Except, which resolutions have with respect to clause (iii) of the preceding sentence, as permitted by Section 6.02, the Apple Board has not been subsequently rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force withdrawn any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyforegoing resolutions.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on Company, except for obtaining the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the MergerStockholder Approval. The only vote of holders of any class of capital stock of the Company necessary to adopt and approve this Agreement, approve Agreement is the Merger adoption and consummate the Merger and the other transactions contemplated hereby is approval of this Agreement by the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (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 unanimously (acting upon the recommendation of the Special Committee) duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s Company and its stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement, the Voting Agreements and the transactions contemplated hereby and thereby, (iv) directing that the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (ivv) recommending adoption and approval of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company Parent of this Agreement and the consummation by the Company Parent of the Merger and the other transactions contemplated by this Agreement, except for obtaining hereby are within the Stockholder Approval, corporate powers of Parent and have been duly authorized and validly approved by all necessary the Board of Directors of Parent, and no other corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are Parent is necessary to authorize the execution, delivery and performance of approve this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, (assuming due authorization, execution authorization and delivery by Parent and Merger Sub, Parent) constitutes a valid and binding agreement obligation of the Company Parent, and will be enforceable against the Company Parent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium and other reorganization, moratorium, receivership or similar Applicable Laws laws affecting the enforcement of creditors’ ' rights generally and by general principles except that the availability of the equitable remedy of specific performance, performance or injunctive relief and other equitable remediesis subject to the discretion of the court before which any such proceeding may be brought. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the The execution, delivery and performance of this Agreement, the Bank Merger Agreement and the other consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of Parent Bank. The Board of Directors of Parent Bank have declared the transactions contemplated by this Agreement, (iii) directing the Bank Merger Agreement to be advisable and have directed that the adoption of this Bank Merger Agreement and the transactions contemplated thereby be submitted to a vote Parent as Parent Bank's sole stockholder for approval and, except for the approval of the stockholders Bank Merger Agreement by Parent as Parent Bank's sole stockholder, no other corporate proceedings on the part of Parent Bank are necessary to approve the Bank Merger Agreement and to consummate the transactions contemplated thereby. The Bank Merger Agreement (assuming due authorization and delivery by the Company at the Stockholder Meeting Bank) constitutes a valid and (iv) recommending adoption binding obligation of this Agreement to the stockholders of the Company (the “Company Recommendation”)Parent Bank, which resolutions have not been rescinded, modified or withdrawnand will be enforceable against Parent Bank in accordance with its terms, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeoversuch enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership or “control share” law applicable similar laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the Company does not, and will not, apply to this Agreement or discretion of the transactions contemplated herebycourt before which any such proceeding may be brought.

Corporate Authorization. (a) The Company has all the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreementhereby and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated hereby, have been duly and validly authorized by this Agreementthe Company Board and the Special Committee of Disinterested Directors and, except for obtaining the Required 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of to perform its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeobligations hereunder. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorizationthis Agreement constitutes the legal, execution valid and delivery by binding agreement of the Parent and Merger Sub, constitutes a legal, valid and binding agreement of the Company Company, enforceable in accordance with its terms against the Company 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 Laws Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At The Special Committee of Disinterested Directors (at a meeting or meetings duly called and held, prior to at which all applicable directors of the execution of this AgreementCompany were present or participated and voted) has, and the Company Board has unanimously duly (with two directors abstaining), adopted resolutions (i) determining and declaring that this Agreement, the Merger Merger, and the other transactions contemplated by this Agreement hereby are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) directing that the resolving to recommend adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to by the stockholders of the Company (the “Company Board Recommendation”)) and (iv) directing that the adoption of this Agreement, which the Merger and the other transactions contemplated hereby be submitted to a vote or written consent of the Company’s stockholders, and, as of the date of this Agreement, such resolutions have not been subsequently rescinded, modified or withdrawn, except as permitted withdrawn in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyway.

Corporate Authorization. (a) The Company has all requisite full corporate power and authority to enter into execute and deliver this Agreement and, subject to the Stockholder Approval, and to consummate the Merger Transaction and the other transactions contemplated by this Agreementhereby (including the Bank Merger). The execution, execution and delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger Transaction and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly authorized duly, validly and unanimously approved by the Company Board. The Company, as the sole shareholder of Company Virginia Sub, has approved the Reincorporation Merger, Share Exchange and waived any right to dissent from the Share Exchange for all necessary corporate action purposes of Section 13.1-729 et seq. of the VSCA. Except for the affirmative vote of the holders of not less than a majority of the outstanding Company Common Stock voting on the part Reincorporation Merger, voting together as a single class to adopt and approve this Agreement and the Transaction (the “Company Shareholder Approval”) and, in the case of the Bank Merger, the adoption and approval of the applicable agreement and plan of merger in respect of the Bank Merger by the board of directors of or similar governing body of Company Bank, and, in the case of the IHC Merger, board and shareholder proceedings required in respect thereof, no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of approve this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and Transaction or the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholethereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its termsterms (subject, except as such enforceability may be limited by in the case of enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity (the “Enforceability Exceptions”)). (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions has by unanimous approval (i) determining and declaring determined that this AgreementAgreement and the transactions contemplated hereby, including the Transaction, the Reincorporation Merger and the other transactions contemplated by this Agreement Share Exchange, are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery Company and performance of this Agreement, the Merger its stockholders and the other transactions contemplated by this Agreement, (iii) directing has directed that the adoption of this Agreement be submitted to the Company’s stockholders for adoption, (ii) recommended that such shareholders adopt and approve this Agreement and the Transaction, at a vote duly held meeting of such shareholders (such recommendation, the stockholders of “Company Board Recommendation”), (iii) adopted a resolution to the Company at the Stockholder Meeting foregoing effect, and (iv) recommending adoption of together with the Company Virginia Sub Board, taken all other actions necessary to exempt the Reincorporation Merger, the Share Exchange, this Agreement to and the stockholders transactions contemplated by each of the Company (the foregoing from any “Company Recommendationfair price”), which resolutions have not been rescinded“moratorium”, modified or withdrawn“control share acquisition”, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pillinterested stockholder”, “business combination” or other similar anti-takeover agreement statute or plan. The Company Board has taken all necessary action so that regulation promulgated by a Governmental Authority (including Section 203 of the DGCL or any similar antiand Sections 13.1-takeover725 et seq. and 13.1-728.1 et seq. of the VSCA) (collectively, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyTakeover Statutes”).

Corporate Authorization. (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute and deliver this Agreement and, and to perform its obligations under this Agreement subject only to obtaining the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this AgreementRequisite Shareholder Vote. 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, validly and unanimously authorized by this Agreementthe Company Board, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part one (1) director of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the MergerBoard who was recused from such authorization. The only vote Company Shareholder approval or authorization required to approve this Agreement and effect the Merger is the approval of the holders of any class of capital stock of Common Shares as required by the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote Corporations Code (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder ApprovalRequisite Shareholder Vote”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. . (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, and valid execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except except: (i) as rights to indemnity hereunder may be limited by federal or state securities Laws or the public policies embodied therein; (ii) as such enforceability may be limited by bankruptcy, insolvency, moratorium and other moratorium, reorganization or similar Applicable Laws affecting the enforcement of creditors’ rights generally generally; and by general principles (iii) as the remedy of specific performance, performance and other forms of injunctive relief may be subject to equitable defenses and other equitable remediesto the discretion of the court before which any proceeding therefor may be brought. (bc) At a meeting duly called and held, On or prior to the execution of this AgreementAgreement Date, the Company Board unanimously duly has adopted resolutions (i) determining adopting this Agreement and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, Company and the Company Shareholders and (ii) approving resolving to recommend that the execution, delivery and performance of Company Shareholders approve this Agreement. All such resolutions are in full force and effect and none have been amended or superseded. (d) ▇▇▇▇ Brothers & Company, LLC (the “Company Financial Advisor”) has delivered to the Company Board its opinion to the effect that, as of the date such opinion was delivered, and subject to the qualifications, limitations and assumptions set forth therein, the Cash Consideration Per Share is fair, from a financial point of view, to the holders of Common Shares (the “Company Fairness Opinion”). The Company has been authorized by the Company Financial Advisor to permit the inclusion in full of the Company Fairness Opinion in the Company Proxy Statement. The Company Fairness Opinion has not been withdrawn, revoked or modified. (e) As of the Agreement date, there is no action required to be taken by the Company or the Company Board to exempt this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby from, (iii) directing that the adoption of and this Agreement be submitted to a vote and the consummation by the Company of the stockholders of Merger and the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the other transactions contemplated herebyhereby are exempt from, the requirements of, any and all Antitakeover Laws.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby are within Company's corporate powers and have been duly authorized by all necessary corporate action on required to be taken by Company, except actions by the part of shareholders as set forth in the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance next succeeding sentence of this Agreement or to consummate the MergerSection 3.2(a). The only vote of holders of any class of capital stock of approval by the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares votes entitled to be cast on the Plan of Merger (the "Company Common Stock, voting together as a single class (such vote, Requisite Vote") is the “Stockholder Approval”). No other only vote or approval of any class or series of securities of the Company or any of its Subsidiaries is Company's capital stock necessary to consummate approve and adopt this Agreement, the Plan of Merger and the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholethereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, moratorium reorganization, moratorium, fraudulent transfer and other similar Applicable Laws laws affecting creditors’ ' rights generally from time to time in effect and by to general principles of specific performanceequity, injunctive relief including concepts of materiality, reasonableness, good faith and other equitable remediesfair dealing, regardless of whether in a proceeding at equity or at law). (b) At The Board of Directors of Company (the "Company Board"), at a meeting duly called and heldheld on January 25, prior to the execution of this Agreement2001, the Company Board unanimously duly adopted resolutions (i) authorizing the execution and delivery of this Agreement, (ii) adopting the plan of merger attached hereto as Exhibit B ("Plan of Merger"), (iii) approving the Merger, (iv) determining that the terms of the Merger are fair to and declaring in the best interest of Company and its shareholders and (v) recommending that the shareholders of Company approve this Agreement, the Merger and the other transactions contemplated by Plan of Merger. The Company Board has directed that this Agreement are advisable and the Plan of Merger be submitted to the shareholders of Company for their approval. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Company Board shall be permitted to withdraw, modify or change any actions described in the best interests clauses (ii)-(v) of the first sentence of this Section 3.2(b) if and to the extent that the Company Board, upon receipt of a Superior Proposal, and after consultation with outside legal counsel, determines in its good faith judgment that such action is necessary for the Company Board to comply with its duties to Company’s stockholders's shareholders under applicable law; provided, (ii) however, that prior to publicly withdrawing, modifying or changing its recommendation in favor of approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this AgreementPlan of Merger, (iii) directing that Company shall have given Parent at least seventy-two hours' prior written notice thereof and the adoption of this Agreement be submitted opportunity to a vote of the stockholders of the meet with Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to its counsel and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyfinancial advisors.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company Issuer of this Agreement Agreement, the Notes, the Warrants and the other Transaction Documents and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining hereby and thereby are within the Stockholder Approval, Issuer’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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance Issuer. (b) Each of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby Transaction Documents to which the Issuer is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement party has been duly executed and delivered by the Company and, Issuer and assuming due authorization, execution and delivery by Parent and Merger Sub, the other parties to such agreements constitutes a legal, valid and binding agreement of the Company Issuer enforceable against the Company Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws laws relating to or affecting creditors’ rights creditors generally and or by general equity principles (regardless of specific performance, injunctive relief and other equitable remedieswhether such enforceability is considered in a proceeding in equity or at law). (bc) At Each of the Notes and the Warrants will be duly executed and delivered by the Issuer and, when issued and delivered pursuant to this Agreement and, in the case of the Notes, the Indenture, will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a meeting duly called proceeding in equity or at law). (d) Each of the Notes and heldthe Warrants will, prior when issued, be validly issued, free and clear of any Lien and free of any other restriction or limitation (including any restriction on the right to vote, sell or otherwise dispose of the execution of this Notes or the Warrants) except as provided under applicable securities laws or as set forth in the Security Agreement, the Company Board unanimously duly adopted resolutions Indenture, the Registration Rights Agreement, the Securityholders Agreement or the Issuer’s restated certificate of incorporation and bylaws. The shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants will, when issued, be validly issued, fully paid and nonassessable, free and clear of any Lien and free of any other restriction or limitation (including any restriction on the right to vote, sell or otherwise dispose of such shares of Common Stock) except as provided under applicable securities laws or as set forth in the Indenture, the Registration Rights Agreement, the Securityholders Agreement or the Issuer’s restated certificate of incorporation and bylaws. (e) The Issuer has received the consent of the holder of the Issuer’s Series C Cumulative Preferred Stock permitting (i) determining the incurrence by the Issuer and declaring that this Agreement, its Subsidiaries of the Merger and the other transactions senior debt financing contemplated by this Agreement are advisable the Commitment Letters (as defined below) and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance issuance by the Issuer of this Agreement, the Merger Securities hereunder and the other transactions contemplated Series B Securities pursuant to the Note Amendment Agreement. (f) The Board of Directors has authorized the officers of the Issuer to seek approval of the Charter Amendment by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of Commission and the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyIssuer.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company Tundra of this Agreement and the consummation by the Company Tundra of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby are within Tundra’s corporate powers and have been duly authorized by all necessary corporate action on the part Tundra Board of the Company Directors and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL Tundra are necessary to authorize the execution, delivery and performance of this Agreement or to consummate authorize the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is other than the affirmative vote (in person or approval by proxy) the Tundra Board of holders of a majority in voting power Directors of the outstanding shares of Company Common Stock, voting together as a single class (such vote, Tundra Circular and the “Stockholder Approval”). No other vote or approval of any class or series of securities of by the Company or any of its Subsidiaries is necessary to consummate Tundra Shareholders in the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholemanner required by applicable Laws. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Tundra, enforceable against the Company Tundra in accordance with its terms, except as subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, moratorium reorganization or other Laws of general application relating to or affecting rights of creditors and other similar Applicable Laws affecting creditors’ rights generally and by general principles of that equitable remedies, including specific performance, injunctive relief are discretionary and other equitable remedies. (b) At a meeting duly called and held, prior to the execution may not be ordered. The Tundra Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors has (i) determining determined that the Consideration per Tundra Share to be received by the holders of such shares pursuant to the Arrangement is fair and declaring that this Agreement, the Merger Arrangement and the other transactions contemplated by this Agreement Transactions are advisable and in the best interests of the Company’s stockholdersTundra, (ii) approving resolved to unanimously recommend (subject to the executionabstention of ▇▇. ▇▇▇▇▇▇▇ on account of him also being a director of Gennum) that the Tundra Shareholders vote in favour of the Arrangement Resolution, delivery and performance of this Agreementsuch determinations and resolutions are effective and unamended, the Merger and the other transactions contemplated by this Agreement, (iii) directing directed that the adoption of this Agreement Arrangement Resolution be submitted to a vote of Tundra Shareholders at the stockholders Meeting. All of the Company at the Stockholder Meeting and (iv) recommending adoption directors of this Agreement Tundra have advised Tundra that they intend to the stockholders vote or cause to be voted all Tundra Shares beneficially held by them in favour of the Company (Arrangement Resolution and Tundra shall make a statement to that effect in the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyTundra Circular.

Corporate Authorization. (a) The Company has all requisite the corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the Stockholder ApprovalRequisite Vote and the Final Order, to consummate the Merger and the other transactions contemplated by this Agreementhereby and to perform each of its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized by all necessary corporate action on the part Board. Except for the approval of the Company and Arrangement by the Requisite Vote in accordance with the terms of the Interim Order, no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby. The Special Committee, after receiving outside legal and financial advice, has (i) determined that it is advisable and in the best interests of the Company to enter into this Agreement, (ii) recommended to the Board that the Board approve the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) consummation of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals and (iii) recommended to the Board that would not be material the Board recommend approval of the Arrangement by the Company Shareholders. The Board at a duly held meeting has (i) determined that the Arrangement is fair to the Company Shareholders, (ii) determined that it is in the best interests of the Company to enter into this Agreement, (iii) approved the execution, delivery and its Subsidiariesperformance of this Agreement and the consummation of the transactions contemplated hereby, taken as a whole. and (iv) resolved to recommend that the Company Shareholders approve the Arrangement Resolution and directed that such matter be submitted for consideration of the Company Shareholders at the Company Meeting. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, and valid execution and delivery of this Agreement by Parent and Merger SubPurchaser, constitutes a legal, 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 Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesthe Enforceability Exceptions. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and each other instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder and consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and authority and, except for obtaining the Stockholder Approvalrequired approval of the Company’s stockholders in connection with the consummation of the Merger, 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the hereby. The affirmative vote (in person or by proxy) of the holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Stock is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (such vote, the “Company Stockholder Approval”). No This Agreement and each other vote or approval of any class or series of securities of instrument required hereby to be executed and delivered by the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubSubsidiary, constitutes a legal, valid and binding agreement of the Company enforceable against the Company 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 Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity whether considered in a proceeding in equity or at law). (b) At a meeting duly called and held, prior to the execution Company’s Board of this Agreement, Directors or an authorized committee thereof has by the Company unanimous vote of all members of the Company’s Board unanimously duly adopted resolutions of Directors or an authorized committee thereof (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company’s Company and its stockholders, (ii) approving the execution, delivery and performance of approved this Agreement, the Merger Agreement and the other transactions contemplated hereby and the performance by this Agreementthe Company of its covenants and obligations hereunder, and declared its advisability in accordance with Delaware Law, and (iii) directing that the unanimously resolved, subject to Section 6.03(b), to recommend approval and adoption of this Agreement by its stockholders (such recommendation, the “Company Board Recommendation”), and directed that such matter be submitted to a vote for consideration of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyStockholders Meeting.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and Transactions are within the other transactions contemplated by this AgreementCompany's corporate powers and, except for obtaining the Stockholder Approvalrequired approval of the Company Stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class not less than two-thirds of the total number of votes that may be cast by holders of capital stock of the Company in the election of directors is the only vote of the holders of the Company's capital stock required under the DGCL and the Company's amended and restated certificate of incorporation and by-laws in connection with the consummation of the Merger. The Company and Merger Subsidiary, however, have agreed that the vote necessary to adopt this Agreement, approve the Merger and consummate shall be such two-thirds vote including a majority of the Merger and the total number of votes that may be cast by holders (other transactions contemplated hereby is the affirmative vote (in person or by proxythan Continuing Stockholders) of holders of a majority in voting power capital stock of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeCompany. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesCompany. (b) The Special Committee has received the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. to the effect that, as of the date of this Agreement, the Merger Consideration is fair, from a financial point of view, to the holders of Shares (other than the Merger Subsidiary, Continuing Stockholders and their respective affiliates). (c) At a meeting duly called and held, prior the Special Committee has unanimously determined that this Agreement and the Transactions are advisable and fair to and in the best interests of the Company Stockholders (other than the Continuing Stockholders) and resolved to recommend that the Board of Directors approve and declare advisable this Agreement and the Transactions. (d) At a meeting duly called and held, the Board of Directors, subsequent to the execution unanimous recommendation of the Special Committee, approved the Merger and this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are it is advisable and in the best interests of the Company’s stockholders, Company Stockholders (iiother than Continuing Stockholders) approving the execution, delivery and performance of this Agreement, to consummate the Merger and the other transactions contemplated by this AgreementTransactions, (iii) directing that and resolved to recommend approval of the adoption of Merger and this Agreement be submitted to a vote of the stockholders of the by Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyStockholders.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock voting to approve and adopt this Agreement and the Merger at the Stockholder Meeting (the “Stockholder Approval”), to consummate the Merger and the other transactions contemplated hereby. The Stockholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. Agreement The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby, except for obtaining the 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the MergerCompany. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming Assuming due authorization, execution and delivery by Parent and Merger SubSubsidiary, 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 Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present or participated and voting in favor, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement hereby and thereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the executionMerger, delivery and performance the other transactions contemplated hereby, directing that the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement hereby be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does notMeeting, and will not, apply to this Agreement or making the transactions contemplated herebyBoard Recommendation.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining the Stockholder Approvalrequired approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the holders of at least 80% of the outstanding Company or its Subsidiaries pursuant to Shares is the DGCL are only vote of the holders of any of the Company’s capital stock necessary to authorize in connection with the execution, delivery and performance consummation of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, (assuming due authorization, execution authorization and delivery by Parent and Merger Sub, Parent) constitutes a valid and binding agreement obligation of the Company Company, and will be enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium and other reorganization, moratorium, receivership or similar Applicable Laws laws affecting the enforcement of creditors’ rights generally and by general principles except that the availability of the equitable remedy of specific performance, performance or injunctive relief and other equitable remediesis subject to the discretion of the court before which any such proceeding may be brought. (b) The execution, delivery and performance of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of the Company Bank. The Board of Directors of the Company Bank has declared the transactions contemplated by the Bank Merger Agreement to be advisable and fair to and in the best interests of the Company Bank’s sole stockholder and has directed that the Bank Merger Agreement and the transactions contemplated thereby be submitted to the Company as the Company Bank’s sole stockholder for approval and, except for the approval of the Bank Merger Agreement by the Company as the Company Bank’s sole stockholder, no other corporate proceedings on the part of the Company Bank are necessary to approve the Bank Merger Agreement and to consummate the transactions contemplated thereby. The Bank Merger Agreement (assuming due authorization and delivery by Parent Bank) constitutes a valid and binding obligation of the Company Bank, and will be enforceable against the Company Bank in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership or similar laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any such proceeding may be brought. (c) At a meeting duly called and held, prior to the execution Company’s Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors has (i) determining and declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable and fair to and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery unanimously approved and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of adopted this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby, including the Merger and (iii) unanimously resolved (subject to Section 7.3(b)) to recommend approval of the Merger and adoption of the Merger Agreement by the Company’s stockholders.

Corporate Authorization. (a) The Company Purchaser has all requisite full corporate power and authority to enter into execute and deliver each of the Transaction Documents and each certificate and other instrument required to be executed and delivered by Purchaser pursuant hereto and to perform its obligations under, and consummate the transactions contemplated by, each such Transaction Document and each such certificate or other instrument required to be executed and delivered by Purchaser pursuant hereto. Purchaser is required by NASDAQ rules to obtain the affirmative vote (in person or by written consent, including by obtaining the Written Consent) of holders of a majority of the votes cast in favor of approving and adopting this Agreement. In lieu of calling a meeting of shareholders, ▇▇▇▇▇▇▇▇▇ submitted to, and immediately after the execution of this Agreement andobtained from, subject ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, in his capacity as the record and beneficial owner of at least a majority of the voting power of the outstanding Class A Common Stock, Class C Common Stock and Class D Common Stock, a duly executed written consent to approve and adopt this Agreement, which is attached hereto as Exhibit F (the Stockholder Approval, “Written Consent”). The Written Consent satisfies all of Purchaser’s obligations relating to consummate the Merger obtaining shareholder approval of this Agreement and the other transactions contemplated hereunder under the NASDAQ rules and it is the only vote of shareholders of Purchaser necessary in connection with the consummation of the transactions contemplated by this AgreementAgreement or by the other Transaction Documents. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated hereby (including the issuance of the Rumble Share Consideration), by this Agreement, except for obtaining the Stockholder Approval, Purchaser have been duly and validly authorized by all necessary corporate action on the part of Purchaser. The execution, delivery and performance of the Company other Transaction Documents to which it is a party and no each certificate and other instrument required to be executed and delivered by Purchaser pursuant hereto, and the consummation of the transactions contemplated thereby, have been, or prior to the Closing will have been, duly and validly authorized by all necessary corporate proceedings or other action on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize Purchaser. None of the execution, delivery and performance of this Agreement or the Transaction Documents and each certificate and other instrument required to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior Purchaser pursuant to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests consummation of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebythereby, by Purchaser requires any authorization, vote or other approval of the shareholders of Purchaser (other than the Written Consent) pursuant to the Constituent Documents of Purchaser or applicable Law.

Corporate Authorization. (a) The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and, subject to the Stockholder Approval, and to consummate the Offer, the Merger and the other transactions contemplated by this Agreementhereby and to perform each of its obligations hereunder. The execution, delivery and performance by the Company of this Agreement Agreement, the Offer, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company. Except for the approval, if required by applicable Law, at a meeting of Company stockholders called for such purpose, of the Merger and this Agreement by the affirmative vote of the holders (present at such meeting in person or by proxy) of Common Stock as required by Applicable Law (the “Stockholder Vote”), no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of approve this Agreement or the Offer or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and or the other transactions contemplated hereby is the affirmative vote (in person or by proxy) hereby. The Board of holders of a majority in voting power Directors of the outstanding shares of Company Common StockCompany, voting together as a single class (such vote, acting upon the “Stockholder Approval”). No other vote or approval of any class or series of securities unanimous recommendation of the Company or any of its Subsidiaries is necessary to consummate Special Committee, at a duly held meeting has taken the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. Board Actions. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, and valid execution and delivery of this Agreement by Parent and Merger Sub, constitutes a legal, 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 moratorium, reorganization or similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesprinciples. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the MergerMerger and the other transactions contemplated by this Agreement. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby pursuant to the DGCL and the Company’s certificate of incorporation and bylaws is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement (including, for the avoidance of doubt, the Replacement) are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions ACTIVE/110954383.28 have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Assuming that the representations of Parent and Merger Sub set forth in Section 5.10 are true and correct, the Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the MergerCompany. The only vote of holders of any class of capital stock of the Company necessary to adopt and approve this Agreement, approve the Merger Agreement and to consummate the Merger and the other transactions contemplated hereby by this Agreement (under Applicable Law, the bylaws of the Company or otherwise) is adoption and approval of this Agreement by the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Required Stockholder Approval” and, together with the Majority of the Minority Approval, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which a quorum of directors of the Company were present and voting in favor (other than ▇▇▇▇▇▇▇ ▇▇▇▇▇, who was present but abstained from voting), the Company Board unanimously (acting upon the recommendation of the Special Committee) duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s Company and its stockholders, (ii) approving the Merger and the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including consummation of the Merger, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby and thereby, (iv) to the extent applicable, directing that the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (ivv) recommending adoption and approval of this Agreement to the stockholders of the Company (the “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and each of the Transaction Documents to which it is a party, and the consummation by the Company of the Merger and Transactions, are within the other transactions contemplated by this Agreementcorporate powers of the Company and, except for obtaining the Stockholder Company 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 Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the issued and outstanding shares of Company Common Stock, voting together as a single class Stock entitled to vote approving and adopting this Agreement is the only vote of the holders of any of the Company’s capital stock necessary to approve the Transactions and consummate the Integrated Mergers (such votecollectively, the “Stockholder Company Shareholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company, and each of the Transaction Documents to which the Company andis a party, has been (or will be) duly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent the other parties hereto and Merger Sub, thereto) each constitutes (or will constitute) 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 terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by remedies generally, and subject, as to enforceability, to general principles of specific performanceequity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, injunctive relief the “Bankruptcy and other equitable remediesEquity Exceptions”). (b) At a meeting duly called and held, held on or prior to the execution of this Agreementdate hereof, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transactions (including the Integrated Mergers) are advisable fair to and in the best interests of the Company’s stockholders, shareholders; (ii) approving the executionapproving, delivery adopting and performance of declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement, Transactions (including the Integrated Mergers); (iii) directing that the approval and adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.Company’s shareholders; and

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into and deliver this Agreement Agreement, perform its covenants and obligations hereunder and, subject to obtaining the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The Subject to the accuracy of the representations and warranties in Section 5.10, 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 by this Agreement, except for subject to obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on Company. Subject to the part accuracy of the Company or its Subsidiaries pursuant to representations and warranties in Section 5.10, the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt and approve this Agreement, approve the Merger Agreement and to consummate the Merger and the other transactions contemplated hereby by this Agreement (under Applicable Law, the Company Governing Documents or otherwise) is adoption and approval of this Agreement by the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent ▇▇▇▇▇▇ and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief equity (the “Bankruptcy and other equitable remediesEquity Exception”). (b) At The Special Committee, at a meeting duly called and heldheld at which all members of the Special Committee were present, prior to the execution of this Agreement, the Company Board has unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger and the other transactions contemplated by this Agreement hereby are fair to, advisable and in the best interests of the Company and the Company’s stockholders, stockholders and (ii) approving recommended that the execution, delivery Company Board (A) approve and performance of declare advisable this Agreement, the Merger and the other transactions contemplated by this Agreementhereby, (iiiB) directing direct that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders and (C) recommend that the Company’s stockholders adopt this Agreement. (c) The Company Board, at a meeting duly called and held, and acting upon the unanimous recommendation of the Special Committee, has unanimously (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company at and the Stockholder Meeting Company’s stockholders, (ii) approved this Agreement, the Merger and (iv) recommending adoption of the other transactions contemplated hereby and declared it advisable that the Company enter into this Agreement and consummate the Merger and other transactions contemplated hereby, which approval, to the stockholders extent applicable and subject to the accuracy of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted representations and warranties in Section 6.03. The Company is 5.10, constituted approval under the provisions of Section 203 of the DGCL as a result of which the transactions contemplated hereby, including the Merger, are not party and will not be subject to and does not have in force any stockholder rights agreement or the restrictions on “poison pillbusiness combinations” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that under the provision of Section 203 of the DGCL or any other similar “anti-takeover” Applicable Law, moratorium(iii) authorized and approved the execution, or “control share” law applicable to delivery and performance by the Company does not, and will not, apply to of this Agreement or and consummation of the Merger and other transactions contemplated hereby, (iv) made the Board Recommendation, and (v) directed that this Agreement be submitted to a vote of the Company’s stockholders.

Corporate Authorization. (a) The Company Board has all requisite corporate power unanimously (i) determined that it is in the best interests of the Company and authority its stockholders, and declared it advisable, for the Company to enter into this Agreement and, subject to the Stockholder Approval, and to consummate the Merger Transactions, (ii) approved and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of declared advisable this Agreement and authorized the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the 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 or its Subsidiaries pursuant to the DGCL are necessary to authorize the Company’s execution, delivery and performance of this Agreement or to consummate and the Merger. The only vote of holders of any class of capital stock consummation of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this AgreementTransactions, (iii) directing directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting Company, and (iv) recommending adoption recommended to the Company Stockholders that they adopt this Agreement. The Requisite Company Vote of the Company Stockholders is the only vote of the Company Stockholders necessary to adopt this Agreement and approve the Transactions. Assuming that the Requisite Company Vote is received, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company. Once effective, the Company Stockholder Written Consent would satisfy the Requisite Company Vote. (b) The Company has all necessary corporate power and authority to enter into this Agreement and, subject to the stockholders Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company other than, with respect to the Merger, the receipt of the Requisite Company Vote (which will be received when the “Company Recommendation”)Stockholder Written Consent has been executed and delivered by the Company Stockholders) and the filing of the Certificate of Merger as required by the DGCL. This Agreement constitutes a legal, which resolutions have not been rescinded, modified or withdrawn, valid and binding agreement of the Company enforceable against the Company in accordance with its terms (except as permitted in Section 6.03. The Company is not party such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does notaffecting creditor’s rights, and will not, apply to this Agreement or the transactions contemplated herebygeneral equitable principles).

Corporate Authorization. 21 (a) The Company has all requisite corporate power and authority to enter into and deliver this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The Subject to the accuracy of the representations and warranties in Section 5.10, 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 by this Agreement, except for subject to obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on Company. Subject to the part accuracy of the Company or its Subsidiaries pursuant to representations and warranties in Section 5.10, the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt and approve this Agreement, approve the Merger Agreement and to consummate the Merger and the other transactions contemplated hereby by this Agreement (under Applicable Law, the Company Governing Documents or otherwise) is adoption and approval of this Agreement by the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief equity (the “Bankruptcy and other equitable remediesEquity Exception”). (b) At The Company Board, at a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger and the other transactions contemplated by this Agreement hereby are fair to, advisable and in the best interests of the Company and the stockholders of the Company’s stockholders, (ii) approving the execution, delivery and performance of approved this Agreement, the Merger and the other transactions contemplated by hereby and declared it advisable that the Company enter into this AgreementAgreement and consummate the Merger and other transactions contemplated hereby, which approval, to the extent applicable and subject to the accuracy of the representations and warranties in Section 5.10, constituted approval under the provisions of Section 203 of the DGCL as a result of which the transactions contemplated hereby, including the Merger, are not and will not be subject to the restrictions on “business combinations” under the provision of Section 203 of the DGCL, (iii) directing authorized and approved the execution, delivery and performance by the Company of this Agreement and consummation of the Merger and other transactions contemplated hereby, (iv) subject to Section 6.03, determined to recommend that the adoption stockholders of the Company approve the Merger and adopt this Agreement (the “Board Recommendation”), and (v) directed that this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyCompany’s stockholders.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the Scheme of Arrangement and the consummation by the Company of the Merger and the other transactions contemplated by this AgreementAgreement and the Scheme of Arrangement are within the corporate powers and authority of Company and, except for obtaining the Stockholder ApprovalCompany Shareholder Approvals and the sanction of the Scheme of Arrangement by the Court, have been duly authorized by all necessary corporate action on the part of Company. The Company Shareholder Approvals are the Company and no other corporate proceedings on the part only votes of the Company Shareholders or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class other Equity Securities of capital stock of the Company necessary to adopt in connection with this Agreement, approve the Merger and consummate the Merger Agreement and the other transactions contemplated hereby is Scheme of Arrangement and the affirmative vote (in person or consummation by proxy) Company of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to by this Agreement and the Company and its Subsidiaries, taken as a wholeScheme of Arrangement. This Agreement has been and the Scheme of Arrangement will be duly executed and delivered by the Company and, and (assuming due authorization, execution and delivery by Parent and Merger Sub, Purchaser) constitutes a valid valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms, terms (except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and remedies generally, and by general principles of specific performanceequity, injunctive relief regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the “Bankruptcy and other equitable remediesEquity Exceptions”)). (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions resolved (i) determining and declaring that this Agreement, the Merger Scheme of Arrangement and the other transactions contemplated by this Agreement hereby and thereby (including the Transaction) are advisable fair to and in the best interests of Company for the Company’s stockholdersbenefit of the Company Shareholders as a whole, (ii) approving the execution, delivery and performance of that this Agreement, the Merger Scheme of Arrangement and the other transactions contemplated by this Agreement, hereby and thereby (including the Transaction) be and are approved and (iii) directing that to recommend to the adoption of this Agreement be submitted to a vote Company Shareholders the approval of the stockholders Scheme of Arrangement at the Scheme Meeting and the passing of the Company Shareholder Resolution at the Stockholder Meeting and Company GM (iv) recommending adoption of this Agreement such recommendation referred to the stockholders of the Company (herein as the “Company Board Recommendation”). Except, which resolutions have with respect to clause (iii) of the preceding sentence, as permitted by Section 6.2, the Company Board has not been subsequently rescinded, modified in a manner adverse to Purchaser or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force withdrawn any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebysuch resolutions.