Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the Company Stockholder Approval in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company has duly executed Common 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 (the “Company Stockholder Approval”). Assuming due and delivered this Agreement, and, assuming due valid authorization, execution and delivery of this Agreement by each of Parent and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that unanimously declared this Agreement and the transactions contemplated by this Agreementhereby advisable, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub Company and their Affiliates)its stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Lawhereby, (iii) unanimously resolved that to recommend approval and adoption of this Agreement and by the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the Company’s stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”)) (iv) directed that this Agreement be submitted to the Company’s stockholders for approval and adoption; (v) determined that all unvested shares of restricted stock will vest immediately prior to the Effective Time; and (vi) determined that all shares of restricted stock shall be eligible to vote with respect to the Merger.

Corporate Authorization. (a) The executionCompany has all requisite corporate power and authority to (i) enter into and deliver this Agreement, delivery and(ii) subject to the Stockholder Approval, assuming to consummate the Merger and the other transactions contemplated by this Agreement are consummated in accordance with Section 251(hand (iii) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Companyperform its obligations hereunder. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement 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 Agreement, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. Assuming the due authorization, execution and delivery of this Agreement by ▇▇▇▇▇▇ 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 Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Special Committee unanimously duly adopted resolutions (A) determining that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and the Unaffiliated Company Stockholders, (B) recommending that the Company Board determine that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and the Company’s stockholders and adopt and approve this Agreement, the Merger and the other transactions contemplated by this Agreement, and (C) recommending that, subject to approval by the Company Board, the Company Board submit this Agreement to the Company’s stockholders entitled to vote thereon for adoption thereby and resolve to recommend that such stockholders adopt this Agreement and approve the transactions contemplated by this Agreement, including the Offer Merger (the “Special Committee Recommendation”). Thereafter, the Company Board, upon the unanimous recommendation of the Special Committee, unanimously duly adopted resolutions (i) determining that this Agreement, the Merger and the Mergerother transactions contemplated by this Agreement are advisable, fair to and in accordance with the requirements best interests of Delaware Lawthe Company and the Company’s stockholders, (ii) adopting and approving this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) resolved directing that this Agreement be submitted to the Company’s stockholders entitled to vote thereon for adoption thereby and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, resolving to recommend that such stockholders adopt this Agreement and approve the stockholders of transactions contemplated by this Agreement, including the Company tender their Shares into the Offer Merger (such recommendation, the “Company Recommendation”). (c) The only votes or actions of holders of capital stock of the Company, or any class or series of capital stock of the Company, 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 entitled to vote thereon, voting as a single class, (ii) 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 held by the Unaffiliated Company Stockholders entitled to vote thereon, voting as a single class, and (iii) the approval of the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, each voting separately as a class (such votes or actions, collectively, the “Stockholder Approval”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this AgreementAgreement are within the corporate powers and authority of the Company and, including except for the Offer Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of at least a majority of the outstanding shares of Company Common 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 Mergers (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the MergerCompany and (assuming due authorization, execution and delivery by Parent, Bidco and each Merger Sub) constitutes a valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the requirements “Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Delaware Law, Directors of the Company unanimously adopted resolutions (iiii) resolved determining that this Agreement and the Merger shall transactions contemplated hereby (including the Mergers) are fair to and in the best interests of the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Mergers), (iii) directing that the adoption of this Agreement be governed by Section 251(h) submitted to a vote at a meeting of Delaware Law the Company’s stockholders, and (iv) resolved, subject to Section 7.03, to recommend that recommending adoption of this Agreement by the Company’s stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”). Except as permitted by Section 6.02, the Board of Directors of the Company has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each Stock is the only vote of Parent and the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger Sub, this (the “Company Stockholder Approval”). This Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer hereby and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) unanimously resolved, subject to Section 7.036.03(b), to recommend that approval and adoption of this Agreement by the Company’s stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was made available to Parent prior to the date of this Agreement), in each case, subject to the recusal of any members of the Company’s Board of Directors.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by the Company of the transactions contemplated Transactions, are within the corporate powers of the Company and, except for the Company Stockholder Approval, have been duly authorized by this Agreementall necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, including and each of the Offer Ancillary Agreements to which the Company is a party has been (or will be) duly executed and delivered by the MergerCompany, and (assuming due authorization, execution and delivery by the other parties hereto and thereto) each constitutes (or will constitute) a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity) (collectively, the requirements “Bankruptcy and Equity Exceptions”)). (b) The Board of Delaware Law, Directors of the Company has unanimously adopted resolutions (iiii) resolved determining that this Agreement and the Merger shall Transactions are fair to and in the best interests of the Company and its stockholders; (ii) approving, adopting and declaring advisable this Agreement and the Transactions; (iii) directing that the approval and adoption of this Agreement (including the Transactions) be governed by Section 251(h) of Delaware Law submitted to the Company’s stockholders; and (iv) resolved, subject to Section 7.03, to recommend that recommending the stockholders adoption of this Agreement and approval of the Transactions by the Company’s stockholders. The Board of Directors of the Company tender their Shares into has not subsequently rescinded, modified or withdrawn any of the Offer (such recommendation, the “Company Recommendation”)foregoing resolutions.

Corporate Authorization. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject to, in the case of the consummation of the Merger, the Company Stockholder Approval (as defined below). The execution, delivery and, assuming the transactions contemplated by and performance of this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly and validly authorized by all necessary corporate action by the Board of Directors on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than (i) the filing with the SEC of the Proxy Statement/Prospectus with respect to and obtaining the affirmative vote of holders of a majority of the outstanding shares of Company Stock in favor of the Merger Proposal (the “Company Stockholder Approval”) and (ii) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Delaware Law. The Company This Agreement has been duly authorized and validly executed and delivered this Agreement, by the Company and, assuming due authorizationthis Agreement is a legal, execution valid and delivery by each binding obligation of Parent and the Merger SubSubsidiaries, this Agreement constitutes a legal, valid and binding agreement obligation of the Company, enforceable against the Company it in accordance with its terms (terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other similar Applicable Laws of general applicability relating to or Law affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Bankruptcy and Equity Exceptions”)). (b) At The Board of Directors of the Company, by resolutions duly adopted at a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, provided for herein are fair to to, advisable and in the best interests interest of the Company’s stockholders (other than Parent, Merger Sub Company and their Affiliates)the holders of Company Stock, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreementhereby, including the Offer Merger and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.036.5(b), to unanimously recommend that the stockholders holders of Company Stock vote in favor of the Company tender their Shares into approval and adoption of this Agreement and the Offer Merger (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby Transactions are within the Company’s corporate powers and of the Company and, except for the Company Stockholder Approval required in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Stock is the only vote of the Company’s stockholders required to approve and adopt this Agreement (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered this Agreement, and, by the Company and (assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement the other parties hereto) constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or and similar laws affecting creditors’ rightsrights and remedies generally, or by and subject, as to enforceability, to general principles governing the availability of equitable remedies, equity (regardless of whether considered enforcement is sought in suit, action or a proceeding at law or in equity equity) (collectively, the “Enforceability Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) Company has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, Transactions are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware LawTransactions, (iii) resolved directed that the approval of the Merger and approval and adoption of this Agreement and be submitted to a vote at a meeting of the Merger shall be governed by Section 251(h) of Delaware Law Company’s stockholders, and (iv) resolved, subject to Section 7.03, to recommend that recommended approval and adoption of this Agreement (including the Merger) by the Company’s stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”). Except as permitted by Section ‎6.03, the Board of Directors of the Company has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed and delivered this Agreement, and, assuming 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 (the “Company Stockholder Approval”). Assuming due authorization, execution and delivery by each of Parent and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s full Board of Directors (upon the unanimous recommendation of the Special Committee) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted approved and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer hereby and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.036.03, to recommend that the adoption of this Agreement by its stockholders of the Company tender their Shares into the Offer (such recommendationrecommendation in the preceding clause (iii), the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. No vote of the holders of any class or series of capital stock of the Company are necessary to adopt this Agreement or approve or consummate the transactions contemplated hereby (including the Offer and the Merger). The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the board of directors of the Company (the “Board of Directors (upon the unanimous recommendation of the Special CommitteeDirectors”) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub Company and their Affiliates)its stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law, Law (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and that the Merger shall be consummated as soon as practicable following the Acceptance Time and (iv) resolved, subject to Section 7.03‎Section 7.03(b), to recommend that the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for any required approval by the Company’s stockholders (the “Company Stockholder Approval”) in connection with the consummation of the Combination, have been duly authorized by all necessary corporate action by action. The affirmative vote of holders of a majority of the Board outstanding shares of Directors on Company Common Stock in favor of the part adoption of this Agreement is the only vote of the holders of any of the Company’s capital stock or the capital stock of any of its Subsidiaries necessary in connection with consummation of the Combination. The Company has duly executed and delivered this Agreement, and, assuming Assuming due authorization, execution and delivery of this Agreement by each of Parent Parent, Merger Subsidiary 1 and Merger SubSubsidiary 2, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws and similar laws of general applicability relating to or affecting creditors’ rights, or by rights and to general equity principles governing the availability of equitable remedies, (whether considered in suit, action or a proceeding at law or in equity or at law) (collectively, the “Enforceability ExceptionsCreditors’ Rights”)). (b) At The Board of Directors of the Company, at a meeting duly called and heldheld on or prior to the date hereof, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, hereby (including the Offer and the Merger, Combination) are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, hereby (including the Offer and the Merger, in accordance with the requirements of Delaware LawCombination), (iii) resolved directed that the adoption of this Agreement and be submitted to a vote of the Merger shall be governed by Section 251(h) holders of Delaware Law and Company Common Stock, (iv) resolved, resolved (subject to Section 7.03, 5.2) to recommend that the stockholders adoption of this Agreement by the holders of Company Common Stock and (v) adopted resolutions amending and restating the Company tender their Shares into By-Laws in the Offer (such recommendation, the “Company Recommendation”)manner previously disclosed to Parent.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the Company Shareholder Approval in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company Shareholder 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. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ creditor’s rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)).. ​ (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)shareholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Lawhereby, (iii) resolved directed that the adoption of this Agreement and be submitted to a vote at a meeting of the Merger shall be governed by Section 251(h) of Delaware Law Company’s shareholders and (iv) resolved, subject to Section 7.03‎‎Section 6.04(b), to recommend that the stockholders approval and adoption of the Company tender their Shares into the Offer this Agreement by its shareholders (such recommendation, the “Company Recommendation”). As of the date hereof, the Company Recommendation has not been withdrawn, rescinded or modified in any way.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company Parent and Merger Subsidiary of this Agreement and the consummation by the Company Parent and Merger Subsidiary of the transactions contemplated hereby are within the Company’s corporate powers of Parent and Merger Subsidiary and, except for obtaining the Parent Stockholder Approval and the adoption of this Agreement by the sole stockholder of Merger Subsidiary, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Subsidiary. The affirmative vote of the holders of a majority of the total votes cast in person or by proxy at the Parent Stockholder Meeting in favor of the issuance of Parent Stock in the Merger (the “Parent Stockholder Approval”) is the only vote of the holders of any of Parent’s capital stock necessary in connection with the consummation of the Merger. This Agreement constitutes a valid and binding agreement of the Companyeach of Parent and Merger Subsidiary, enforceable against the Company each of Parent and Merger Subsidiary in accordance with its terms terms, except (except insofar i) as such enforceability the same may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws similar laws of general applicability application relating to or affecting creditors’ rights, or and (ii) for the limitations imposed by general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))equity. (b) At a meeting duly called and held, the Parent’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the CompanyParent’s stockholders (other than Parent, Merger Sub and their Affiliatesany affiliates of the Company), (ii) approved, approved and adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and to recommend approval of the issuance of Parent Stock in the Merger shall be governed by Section 251(h) of Delaware Law and its stockholders (iv) resolved, subject to Section 7.03, to recommend that the stockholders other than any affiliates of the Company tender their Shares into the Offer Company) (such recommendation, the “Company Parent Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company Cyclone of this Agreement and the consummation by the Company Cyclone of the transactions contemplated hereby are within the Company’s corporate powers and of Cyclone and, except for the required approval of Cyclone’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the CompanyCyclone. The Company has duly executed and delivered affirmative vote of the holders of a majority of the outstanding shares of the Cyclone Stock voting to adopt this Agreement (the “Cyclone Stockholder Approval”) is the only vote of the holders of any of Cyclone’s capital stock necessary in connection with the consummation of the transactions contemplated by this Agreement, and, assuming . Assuming due authorization, execution and delivery by each of Parent Hurricane and Merger SubMergerSub, this Agreement constitutes a legal, valid and binding agreement of the CompanyCyclone, enforceable against the Company in accordance with its terms (terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws of general applicability relating to or affecting creditors’ rights, or by rights and remedies generally and to general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))equity. (b) At a meeting duly called and held, the Cyclone’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to advisable and in the best interests of Cyclone’s stockholders, and declared the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)this Agreement to be advisable, (ii) approved, unanimously approved and adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer hereby and the Merger, in accordance with the requirements of Delaware Law, (iii) unanimously resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, 8.07) to recommend that Cyclone’s stockholders grant the stockholders of the Company tender their Shares into the Offer Cyclone Stockholder Approval (such recommendation, the “Company Cyclone Board Recommendation”).

Corporate Authorization. The Company has all necessary corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the affirmative vote of (a) the holders of a majority in voting power of the outstanding shares of Company Common Stock and Company Series C Preferred Stock (voting on an as converted to shares of Company Common Stock basis), voting together as a single class (the “Common Stockholder Approval”), and (b) the holders of a majority of the outstanding shares of Company Series C Preferred Stock (the “Preferred Stockholder Approval”), to consummate the Transactions. The execution, delivery and, assuming Special Committee has unanimously duly adopted resolutions (i) determining that the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company terms of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, Transactions are fair to and in the best interests of the Company’s stockholders Company and the holders of capital stock of the Company (other than Parent, Merger Sub and their Affiliatesthe holders of Excluded Shares), (ii) approvedrecommended to the Company Board that the Company Board adopt resolutions approving, adopted adopting and declared declaring advisable this Agreement and approved the executionTransactions and (iii) providing for the Special Committee Recommendation. The Company Board has duly adopted resolutions (i) determining that the terms of this Agreement and the Transactions are fair to and in the best interests of the Company and the holders of capital stock of the Company (other than the holders of Excluded Shares), (ii) approving and declaring advisable this Agreement and the Transactions and (iii) providing for the Company Board Recommendation. The execution and delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated Transactions have been duly and validly authorized by this Agreement, including all necessary corporate action on the Offer and part of the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolvedCompany, subject to Section 7.03, to recommend that the stockholders obtainment of the Requisite Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”)Vote.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this AgreementAgreement are within the corporate powers and authority of the Company and, including except for the Offer Company Shareholder Approvals and the Mergersanction of the Scheme of Arrangement by the Court, have been duly authorized by all necessary corporate action on the part of the Company. The Company Shareholder Approvals are the only votes of the Company Shareholders or the holders of any other Equity Securities of the Company necessary in accordance connection with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed consummation by Section 251(h) the Company of Delaware Law the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and (ivassuming due authorization, execution and delivery by Parent) resolvedconstitutes a valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and by general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exceptions”)) and, subject to Section 7.03its approval by Company Shareholders and sanction by the Court, the Scheme of Arrangement will be a valid, legal and binding obligation of the Company enforceable against the Company in accordance with its terms. (b) At a meeting duly called and held, the Company Board (i) unanimously resolved that this Agreement, the Scheme of Arrangement and the transactions contemplated hereby and thereby (including the Transaction) are fair to and in the best interests of the Company for the benefit of the Company Shareholders as a whole, (ii) approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby (including the Transaction) and (iii) unanimously resolved to recommend that the stockholders Company Shareholders approve the Scheme of Arrangement at the Scheme Meeting and the passing of the Company tender their Shares into Shareholder Resolution at the Offer Company GM (such recommendation, recommendation referred to herein as the “Company Board Recommendation”). Except, with respect to clause (iii) of the preceding sentence, as permitted by Section 6.02, the Company Board has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this AgreementTransactions are within the Company's corporate powers and, including except for the Offer required approval of the Company Stockholders in connection with the consummation of the Company/Subsidiary Merger and the Merger, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the Company's outstanding capital stock entitled to vote for directors (voting as a class) is the only vote of the holders of the Company's capital stock necessary in accordance connection with the requirements consummation of Delaware Lawthe Company/Subsidiary Merger. The affirmative vote of the holders of a majority of the Company's outstanding capital stock entitled to vote for directors (voting as one class) and the affirmative vote of the holders of a majority of outstanding capital stock entitled to vote for directors (other than the Continuing Shareholders) are the only votes of the holders of any of the Company's capital stock necessary by law or contract in connection with the consummation of the Merger. This Agreement and the Equity Investments Sale Agreement constitute valid and binding agreements of the Company. (b) At a meeting duly called and held, the Board of Directors, subsequent to the unanimous recommendation of the Special Committee, (i) unanimously approved the Company/Subsidiary Merger and the Company/Subsidiary Merger Agreement, determined that it is advisable and in the best interests of Company Stockholders (other than the Continuing Shareholders) to consummate the Company/Subsidiary Merger, and resolved to recommend approval of the Company/Subsidiary Merger and the Company/Subsidiary Merger Agreement by Company Stockholders, and (ii) approved the Merger and this Agreement, determined that it is advisable and in the best interests of Company Stockholders (other than Continuing Shareholders) to consummate the Merger and the other Transactions, and (iii) resolved to recommend approval of the Company/Subsidiary Merger, the Company/Subsidiary Merger Agreement, the Merger and this Agreement by Company Stockholders. (c) At a meeting duly called and held, the Special Committee has (i) unanimously resolved to recommend that the Board of Directors approve and declare advisable the Company/Subsidiary Merger and the Company/Subsidiary Merger Agreement, (ii) determined that this Agreement and the Transactions are advisable and fair to and in the best interests of the Company Stockholders (other than Merger shall be governed by Section 251(hSubsidiary and its Affiliates, Company Shareholder and its Subsidiaries, IS and FS) of Delaware Law and (iviii) resolved, resolved (subject to Section 7.03, 6.04 hereof) to recommend that the stockholders Board of Directors approve and declare advisable this Agreement and the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”)Transactions.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this AgreementAgreement are within the corporate powers and authority of the Company and, including except for the Offer Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of at least a majority of the outstanding shares of Company Common 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 (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the MergerCompany and (assuming due authorization, execution and delivery by Parent and Merger Sub) constitutes a valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the requirements “Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Delaware Law, Directors of the Company unanimously adopted resolutions (iiii) resolved determining that this Agreement and the Merger shall transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Merger), (iii) directing that the adoption of this Agreement be governed by Section 251(h) submitted to a vote at a meeting of Delaware Law the Company’s stockholders, and (iv) resolved, subject to Section 7.03, to recommend that recommending adoption of this Agreement by the Company’s stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”). Except as permitted by Section 6.02, the Board of Directors of the Company has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated Transactions are within the Company’s corporate power and authority and, except (if required by this Agreement, including applicable Law) for the Offer and required 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. The affirmative vote of the holders of a majority of the outstanding Shares (the “Company Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Transactions. This Agreement, 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 applicable bankruptcy, insolvency, reorganization, moratorium or any other similar Law affecting creditors’ rights generally or by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (collectively, the “Enforceability Limitations”). (b) At a meeting duly called and held, the Company Board, has by the unanimous vote of all directors of the Company: (i) determined that this Agreement and the Transactions are fair to, advisable and in the best interests of the Company and the Company’s stockholders; (ii) approved and adopted this Agreement and approved the Transactions in accordance with the requirements of Delaware Law, the DGCL; (iii) resolved that declared the advisability of this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and Agreement; (iv) resolved, subject to Section 7.03, resolved to recommend that the stockholders of the Company tender their Shares into approve this Agreement (the Offer (such recommendation, unanimous recommendation of the Company Board that the stockholders of the Company approve this Agreement being referred to as the “Company Board Recommendation”); (v) directed that this Agreement be submitted to the Company’s stockholders for adoption at a duly held meeting of such stockholders for such purpose; and (vi) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any “fair price,” “moratorium,” “control share acquisition,” “interested stockholder,” “business combination” or similar restriction set forth in Section 203 of the DGCL or, to the Knowledge of the Company, set forth in any other Law (each such Law, whether or not known by the Company, an “Anti-Takeover Law”) that, in the absence of such resolution, would apply to the Merger, the Voting Agreements or any of the other Transactions. As of the date of this Agreement, none of the actions described in the immediately preceding sentence has been amended, rescinded or modified in any respect.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, except for, assuming the accuracy of the representations and warranties set forth in Section 5.08, the required approval of the holders of at least a majority of the outstanding Shares entitled to vote in connection with the adoption of this Agreement, in accordance with Applicable Law and the Company’s certificate of incorporation (the “Requisite Company Vote”). Assuming the accuracy of the representations and warranties set forth in Section 5.08, the Requisite Company Vote is the only vote of the holders of any of the capital stock of the Company or the capital stock of any of its Subsidiaries (including any Company Securities or Company Subsidiary Securities) necessary in connection with consummation of the transactions contemplated hereby, including the Merger. The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company, except for, assuming the accuracy of the representations and warranties set forth in Section 5.08, the Requisite Company Vote. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger SubSub and assuming the accuracy of the representations and warranties set forth in Section 5.08, this Agreement constitutes a the valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub Company and their Affiliates)its stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the requirements of Delaware Lawthe DGCL, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.036.03(b), to recommend that adoption of this Agreement by the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”)) and (iv) directed that this Agreement be submitted to the stockholders of the Company for their adoption. As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company ▇▇▇▇▇▇▇▇ of this Agreement and the consummation by the Company ▇▇▇▇▇▇▇▇ of the transactions contemplated hereby are within the CompanyMaverick’s corporate powers and and, except for any required approval by Maverick’s stockholders (the “Maverick Stockholder Approval”) in connection with the consummation of the Mergers, have been duly authorized by all necessary corporate action by action. Assuming the Board of Directors on the part accuracy of the Companyrepresentations and warranties set forth in Section 4.24, the affirmative vote of holders of a majority of the outstanding shares of Maverick Common Stock in favor of the adoption of this Agreement is the only vote of the holders of any of Maverick’s capital stock or the capital stock of any of its Subsidiaries necessary in connection with consummation of the Maverick Merger. The Company has duly executed and delivered this Agreement, and, assuming Assuming due authorization, execution and delivery of this Agreement by each of Parent Cavalier, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and Forward Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company, Maverick enforceable against the Company Maverick in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable and similar Laws of general applicability relating to or affecting creditors’ rights, or by rights and to general equity principles governing the availability of equitable remedies, (whether considered in suit, action or a proceeding at law or in equity or at Law) (collectively, the “Enforceability ExceptionsCreditors’ Rights”)). (b) At The Board of Directors of Maverick, at a meeting duly called and heldheld on or prior to the date of this Agreement, the Board of Directors (upon the unanimous recommendation of the Special Committee) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, hereby (including the Offer and the Maverick Merger, ) are fair to and in the best interests of the Company▇▇▇▇▇▇▇▇’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, hereby (including the Offer and the Merger, in accordance with the requirements of Delaware Law▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇), (iii) resolved directed that the adoption of this Agreement and be submitted to a vote of the Merger shall be governed by Section 251(h) holders of Delaware Law Maverick Common Stock, and (iv) resolved, resolved (subject to Section 7.03, 5.2(b) and Section 7.8) to recommend that the stockholders adoption of this Agreement by the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”)holders of Maverick Common Stock.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company Caremark of this Agreement and the consummation by the Company Caremark of the transactions contemplated hereby are within the Company’s corporate powers and of Caremark and, except for the required approval of Caremark’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the CompanyCaremark. The Company has duly executed and delivered affirmative vote of the holders of a majority of the outstanding shares of the Caremark Stock voting to adopt this Agreement (the “Caremark Stockholder Approval”) is the only vote of the holders of any of Caremark’s capital stock necessary in connection with the consummation of the transactions contemplated by this Agreement, and, assuming . Assuming due authorization, execution and delivery by each of Parent and Merger Subthe other parties hereto, this Agreement constitutes a valid and binding agreement of the CompanyCaremark, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, reorganization, moratorium or other Applicable and similar Laws of general applicability relating to or affecting creditors’ rights, or by rights and remedies generally and to general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))equity. (b) At a meeting duly called and held, the Caremark’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to advisable and in the best interests of Caremark’s stockholders, and declared the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)this Agreement to be advisable, (ii) approved, unanimously approved and adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer hereby and the Merger, in accordance with the requirements of Delaware Law, (iii) unanimously resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, 8.07) to recommend that Caremark’s stockholders grant the stockholders of the Company tender their Shares into the Offer Caremark Stockholder Approval (such recommendation, the “Company Caremark Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company CVS of this Agreement and the consummation by the Company CVS of the transactions contemplated hereby are within the Company’s corporate powers of CVS and, except for the required approval of CVS’s stockholders in connection with the consummation of the CVS Share Issuance and the CVS Charter Amendment, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the CompanyCVS. The Company has duly executed affirmative vote of the holders of a majority of the outstanding shares of the CVS Stock and delivered CVS ESOP Preference Stock, voting together as a single class, voting to approve the CVS Share Issuance and the CVS Charter Amendment (collectively, the “CVS Stockholder Approval”) is the only vote of the holders of any of CVS’s capital stock necessary in connection with the consummation of the transactions contemplated by this Agreement, and, assuming . Assuming due authorization, execution and delivery by each of Parent and Merger Subthe other parties hereto, this Agreement constitutes a valid and binding agreement of the CompanyCVS, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, reorganization, moratorium or other Applicable and similar Laws of general applicability relating to or affecting creditors’ rights, or by rights and remedies generally and to general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))equity. (b) At a meeting duly called and held, the CVS’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to advisable and in the best interests of the CompanyCVS’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, unanimously approved and adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Lawhereby, (iii) unanimously resolved that this Agreement and (subject to Section 8.07) to recommend CVS’s stockholders grant the Merger shall be governed by Section 251(h) of Delaware Law CVS Stockholder Approval and (iv) resolved, subject to Section 7.03, to recommend that unanimously declared the stockholders advisability of and approved the Company tender their Shares into the Offer CVS Charter Amendment (such recommendation, the “Company CVS Board Recommendation”).

Corporate Authorization. (a) The Subject to receipt of the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock in connection with the consummation of the Merger, including without limitation the authorization of the Parent Share Issuance (the “Parent Shareholder Approval”), the execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company Parent and Merger Subsidiary of this Agreement and the consummation by the Company Parent and Merger Subsidiary of the transactions contemplated hereby are within the Company’s corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Subsidiary. This Agreement constitutes a valid and binding agreement of the Companyeach of Parent and Merger Subsidiary, enforceable against the Company each of Parent and Merger Subsidiary in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) The Parent Shareholder Approval is the only vote of the holders of any of Parent’s capital stock necessary in connection with the consummation of the Merger. (c) At a meeting duly called and held, the Board board of Directors directors of Parent (upon the unanimous recommendation of the Special Committee“Parent Board”) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreementhereby are advisable, including the Offer and the Merger, are fair to and in the best interests of the CompanyParent and Parent’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the executiontransactions contemplated hereby, delivery and performance by the Company (iii) directed that this Agreement be submitted to Parent’s stockholders and resolved to recommend approval and adoption of this Agreement and the consummation by the Company (including approval of the transactions contemplated by this Agreement, including issuance of the Offer and the Merger, shares of Parent Common Stock required to be issued in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed (the “Parent Share Issuance”)) by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the Parent’s stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Parent Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company Hurricane of this Agreement and the consummation by the Company Hurricane of the transactions contemplated hereby are within the Company’s corporate powers of Hurricane and, except for the required approval of Hurricane’s stockholders in connection with the consummation of the Merger and the Hurricane Charter Amendment, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the CompanyHurricane. The Company has duly executed affirmative vote of the holders of a majority of the outstanding shares of the Hurricane Stock voting to approve the Hurricane Share Issuance and delivered the Hurricane Charter Amendment (collectively, the “Hurricane Stockholder Approval”) is the only vote of the holders of any of Hurricane’s capital stock necessary in connection with the consummation of the transactions contemplated by this Agreement, and, assuming . Assuming due authorization, execution and delivery by each of Parent and Merger Subthe other parties hereto, this Agreement constitutes a legal, valid and binding agreement of the CompanyHurricane, enforceable against the Company in accordance with its terms (terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws of general applicability relating to or affecting creditors’ rights, or by rights and remedies generally and to general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))equity. (b) At a meeting duly called and held, the Hurricane’s Board of Directors (upon the unanimous recommendation which is comprised of the Special Committeedirectors, all of whom are “Continuing Directors” as defined in Hurricane’s certificate of incorporation) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to advisable and in the best interests of the CompanyHurricane’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, unanimously approved and adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Lawhereby, (iii) unanimously resolved that this Agreement and (subject to Section 8.07) to recommend Hurricane’s stockholders grant the Merger shall be governed by Section 251(h) of Delaware Law Hurricane Stockholder Approval and (iv) resolved, subject to Section 7.03, to recommend that unanimously declared the stockholders advisability of and approved the Company tender their Shares into the Offer Hurricane Charter Amendment (such recommendation, the “Company Hurricane Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers power and corporate authority and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company, subject, in the case of the consummation of the transactions contemplated hereby, to the accuracy of the representations and warranties set forth in Section 5.15 and the receipt of the Company Shareholder Approval. The affirmative vote of the holders of a majority of the outstanding Company has duly executed Shares (the “Company Shareholder Approval”) to approve the First Merger and delivered this adopt the Plan of Merger is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the transactions contemplated hereby. This Agreement, and, assuming due authorization, execution and delivery by each of Parent Parent, Merger Sub 1 and Merger SubSub 2, 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 applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, equity (regardless of whether enforceability is considered in suit, action or proceeding at law or a Proceeding in equity (collectively, the “Enforceability Exceptions”)or at Law). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation as of the Special Committee) date of this Agreement, the Company Board has (i) unanimously determined that this Agreement Agreement, the Plan of Merger and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)shareholders, (ii) approved, adopted unanimously approved and declared advisable this Agreement Agreement, the Plan of Merger and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer hereby and the Merger, in accordance with the requirements of Delaware Law, (iii) unanimously resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders approval of the Company tender their Shares into First Merger and adoption of the Offer Plan of Merger by its shareholders (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The Company has the absolute and unrestricted right, power and authority to enter into and, subject to obtaining the Requisite Shareholder Approval, to perform its obligations under this Agreement; and the execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the CompanyCompany and the Company Board of Directors. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this This Agreement constitutes a the legal, valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms terms, subject to (except insofar as such enforceability may be limited by i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganizationand (ii) rules of law governing specific performance, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or injunctive relief and other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Company Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to to, advisable and in the best interests of the Company’s stockholders (other than Parent, shareholders and that the consideration to be paid to the shareholders and optionholders of the Company for each share of Company Capital Stock and Company Options held by them in the Merger Sub is fair to and their Affiliates)in the best interests of such shareholders and optionholders, (ii) approved, unanimously approved and adopted and declared advisable this Agreement and approved the execution, delivery transactions contemplated hereby and performance by the Company (iii) unanimously resolved to recommend adoption of this Agreement and approval of the consummation principal terms of the Merger and the other transactions contemplated hereby by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders shareholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The Requisite Shareholder Approval is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement and thereby approve the principal terms of the Merger and the consummation of the transactions contemplated hereby.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the required approval of the Company’s shareholders in connection with the consummation of the Mergers, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of two-thirds of the outstanding shares of Company Common Stock and the Company Preferred Stock, voting together as a single class on an as-converted basis, is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the First Merger (the “Company Shareholder Approval”). This Agreement has been duly executed and delivered this Agreement, and, assuming due authorization, execution by the Company 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 (except insofar subject, as such enforceability may be limited by to enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and heldheld on or prior to the date hereof, the Board Company’s board of Directors (upon the unanimous recommendation of the Special Committee) directors has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)shareholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Lawhereby, (iii) resolved directed that the approval of the Mergers and adoption of this Agreement and be submitted to a vote at a meeting of the Merger shall be governed by Section 251(h) of Delaware Law Company’s shareholders and (iv) resolved, subject to Section 7.03, to recommend that recommended approval of the stockholders Mergers and adoption of this Agreement by the shareholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”). Except as permitted by Section 6.03, the Company’s board of directors has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for any required adoption of this Agreement by the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding Shares (if required by Delaware Law) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (the “Company has duly Stockholder Approval”) under applicable Law and the Company’s certificate of incorporation or bylaws, as currently in effect. The Roche Written Consent when executed and delivered in accordance with Section 6.02 shall be valid and binding on the Company and all its stockholders and shall constitute all action required in accordance with Delaware Law, the Company’s certificate of incorporation and bylaws and otherwise to effectuate the adoption of this AgreementAgreement by the Company’s stockholders under applicable Law and the Company’s certificate of incorporation and bylaws, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this as currently in effect. This Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At The Special Committee has been duly authorized and constituted and at a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) held has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than ParentParent and its Affiliates) and (ii) recommended that the Company Board adopt resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby and recommending (subject to Section 6.03) that the Company’s stockholders tender their Shares in the Offer and, Merger Sub if required by Delaware Law, adopt this Agreement and their the transactions contemplated hereby (the “Special Committee Recommendation”). (c) At a meeting duly called and held, the Company Board, based on the Special Committee Recommendation, has (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders (other than Parent and its Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by hereby and declared this Agreement, including the Offer Agreement advisable and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved (subject to Section 6.03) to recommend that the Company’s stockholders tender their Shares in the Offer and, if stockholder approval is required by Delaware Law, adopt this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and transactions contemplated hereby (iv) resolved, subject to Section 7.03, to recommend that the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery Company has all necessary corporate power and authority to enter into this Agreement and, assuming subject to the receipt of the Stockholder Approvals, to consummate the Equity Investment, the Cash Dividend and the other transactions contemplated by this Agreement are consummated in accordance with Section 251(hAgreement. The Board of Directors of the Company has unanimously (i) of Delaware Lawapproved and declared advisable this Agreement, the performance Fifth A&R Certificate of Incorporation, the A&R Bylaws, the Equity Investment, the Cash Dividend and the other transactions contemplated by this Agreement, (ii) declared that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and to consummate the Equity Investment, the Cash Dividend and the other transactions contemplated by this Agreement, on the terms and subject to the conditions set forth in this Agreement, and (iii) recommended to the stockholders of the Company that they vote in favor of the approval of (A) the Equity Investment and all of the other transactions contemplated by this Agreement, (B) the Fifth A&R Certificate of Incorporation (including the Reverse Split contemplated by the Fifth A&R Certificate of Incorporation) and (C) any equity incentive plan proposed by the Principal Investor pursuant to this Agreement prior to the mailing of the definitive Proxy Statement. This Agreement has been duly and validly executed and delivered by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws similar laws of general applicability relating to or affecting creditors’ creditor’s rights, and to general equitable principles). The Stockholder Approvals are the only votes of the holders of any class or by principles governing series of capital stock of the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectivelyCompany required to approve and adopt this Agreement, the “Enforceability Exceptions”Fifth A&R Certificate of Incorporation (including the Reverse Split contemplated by the Fifth A&R Certificate of Incorporation)). (b) At a meeting duly called , the A&R Bylaws, the Equity Investment and heldthe other transactions contemplated by this Agreement. Prior to the execution of the Voting and Support Agreement, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Company approved the Voting and Support Agreement and the transactions contemplated by this the Voting and Support Agreement. Prior to the Closing, including the Offer and the Merger, are fair to and in the best interests Board of Directors of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Company will approve the Stockholders Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this the Stockholders Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for any required approval by the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by action. The affirmative vote of holders of a majority of the Board outstanding shares of Directors on Company Common Stock in favor of the part adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock or the capital stock of any of its Subsidiaries necessary in connection with consummation of the Merger. The Company has duly executed and delivered this Agreement, and, assuming Assuming due authorization, execution and delivery of this Agreement by each of Parent and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws and similar laws of general applicability relating to or affecting creditors’ rights, or by rights and to general equity principles governing the availability of equitable remedies, (whether considered in suit, action or a proceeding at law or in equity or at law) (collectively, the “Enforceability ExceptionsCreditors’ Rights”)). (b) At The Board of Directors of the Company, at a meeting duly called and heldheld on or prior to the date hereof, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, hereby (including the Offer and the Merger, ) are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, hereby (including the Offer and the Merger, in accordance with the requirements of Delaware Law), (iii) resolved directed that the adoption of this Agreement and be submitted to a vote of the Merger shall be governed by Section 251(h) holders of Delaware Law Company Common Stock and (iv) resolved, resolved (subject to Section 7.03, 5.2) to recommend that the stockholders adoption of this Agreement by the holders of Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”)Common Stock.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the required approval of the Company’s shareholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each Common Stock is the only vote of Parent and the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger Sub, this (the “Company Shareholder Approval”). This Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)shareholders, (ii) approved, unanimously approved and adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Lawhereby, (iii) resolved that approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement and the Merger shall be governed transactions contemplated hereby (a copy of which amendment was provided to Parent by Section 251(hthe Company prior to the date of this Agreement) of Delaware Law and (iv) resolved, subject to Section 7.03, unanimously resolved to recommend that approval and adoption of this Agreement by the stockholders of the Company tender their Shares into the Offer Company’s shareholders (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The Assuming the accuracy and completeness of the representation and warranty in Section 5.12, the execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers power and authority and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Assuming the accuracy and completeness of the representation and warranty in Section 5.12, the affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed 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 (the “Company Stockholder Approval”). Assuming the accuracy and delivered this Agreementcompleteness of the representation and warranty in Section 5.12, and, assuming due authorization, execution and delivery by each subject to the receipt of Parent and Merger Subthe Company Stockholder Approval, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other and similar Applicable Laws of general applicability relating to or affecting creditors’ rights, or by rights and to general equity principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) At a meeting duly called and held, the The Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, hereby in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iviii) resolved, subject to Section 7.036.04, to recommend that the approval and adoption of this Agreement by its stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The Assuming the accuracy and completeness of the representation and warranty in Section 5.19 the execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this the Original Merger Agreement and the consummation by the Company of the transactions contemplated hereby thereby are within the Company’s corporate powers power and authority and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Assuming the accuracy and completeness of the representation and warranty in Section 5.19 the affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed 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 (the “Company Stockholder Approval”). Assuming the accuracy and delivered this Agreementcompleteness of the representation and warranty in Section 5.19 subject to the receipt of the Company Stockholder Approval, and, assuming due authorization, execution and delivery by each of Parent and the Original Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other and similar Applicable Laws of general applicability relating to or affecting creditors’ rights, or by rights and to general equity principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) At a meeting duly called and held, the The Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, hereby in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iviii) resolved, subject to Section 7.036.04, to recommend that the approval and adoption of this Agreement by its stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the Voting Agreement and the consummation by the Company of the transactions contemplated hereby and thereby are within the Company’s corporate powers and and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed Stock (the “Company Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the transactions contemplated hereby, including the First Company Merger and delivered this the Second Company Merger. This Agreement, and, assuming due authorization, execution and delivery by each of Parent Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three, and Merger Subthe Voting Agreement, this Agreement constitutes a assuming due authorization, execution and delivery by Liberty Broadband, constitute valid and binding agreement agreements of the Company, Company enforceable against the Company in accordance with its their respective terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, as of the date of this Agreement, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the Voting Agreement and the transactions contemplated by this Agreement, including the Offer hereby and the Merger, thereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted unanimously approved and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer hereby and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) unanimously resolved, subject to Section 7.036.03(b), to recommend that the adoption of this Agreement by its stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the Company Stockholder Approval in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock and the Company has duly executed and delivered this AgreementSpecial Voting Preferred, andvoting together as a single class, assuming due authorization, execution and delivery by each is the only vote of Parent and the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger Sub, this (the “Company Stockholder Approval”). This Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that unanimously declared this Agreement and the transactions contemplated by this Agreementhereby advisable, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub Company and their Affiliates)its stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Lawhereby, (iii) unanimously resolved that to recommend approval and adoption of this Agreement and by the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the Company’s stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”)) and (iv) directed that this Agreement be submitted to the Company’s stockholders for approval and adoption.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the required approval of the Company’s shareholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of at least two-thirds of the outstanding shares of Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each Stock entitled to vote thereon is the only vote of Parent and the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger Sub, this (the “Company Shareholder Approval”). This Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)shareholders, (ii) approved, adopted and declared advisable this Agreement and unanimously approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Lawhereby, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) unanimously resolved, subject to Section 7.036.03(b), to recommend that approval of this Agreement by the stockholders shareholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”), (iv) unanimously approved an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement) and (v) unanimously adopted a resolution for the purpose of causing Sections 351.407 and 351.459 of the Missouri Law and Article Nine of the Company’s Restated Articles of Incorporation not to apply or to have been satisfied with respect to (A) Parent or Merger Subsidiary with respect to the transactions contemplated by this Agreement and (B) the Merger or any other transaction contemplated by this Agreement.

Corporate Authorization. (a) The execution, delivery Company has all requisite corporate power and authority to execute and deliver this Agreement and, assuming subject to receipt of affirmative vote of the holders of a majority of the outstanding Shares in connection with the Merger (the “Company Stockholder Approval”), to perform its obligations under this Agreement and to consummate the Offer, the Merger and the other transactions contemplated hereby. The affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any of the Company’s capital stock which may be necessary in connection with the consummation of the Merger and the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Companyhereby. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this This Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and heldheld prior to the date of this Agreement, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub Company and their Affiliates)its stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law, and (iii) unanimously resolved that to recommend acceptance of the Offer and, if required by Applicable Law, approval of this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the Company’s stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the Option Agreements and the consummation by the Company of the transactions contemplated hereby and thereby are within the Company's corporate powers and, except for any required approval by this Agreement, including the Offer and Company's stockholders in accordance with Delaware Law (the "Company Stockholder Approval") in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action. The affirmative vote of holders of the outstanding shares of Company Common Stock having votes representing a majority of the votes of all such outstanding capital stock, voting together as a single class, in favor of the approval and adoption of this Agreement and the Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with consummation of the Merger. Assuming due authorization, execution and delivery of this Agreement and the Option Agreements by Parent and/or Merger Subsidiary, as applicable, each of this Agreement and the Option Agreements constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with the requirements its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of Delaware Lawgeneral applicability relating to or affecting creditors' rights, and to general equity principles. (iiib) resolved The Company's Board of Directors, at a meeting duly called and held, has (i) determined that this Agreement and the Merger shall be governed by Section 251(hOption Agreements and the transactions contemplated hereby and thereby (including the Merger) are fair to and in the best interests of Delaware Law the Company's stockholders, (ii) approved and adopted this Agreement and the Option Agreements and the transactions contemplated hereby and thereby (including the Merger), and (iviii) resolved, resolved (subject to Section 7.03, 5.2) to recommend that the Company stockholders vote for the approval and adoption of this Agreement and the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”)Merger.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company Parent and Merger Subsidiary of this Agreement and the consummation by the Company Parent and Merger Subsidiary of the transactions contemplated hereby are within the Company’s corporate powers of Parent and Merger Subsidiary and, except for the required approval of Parent’s stockholders in connection with the consummation of the Parent Stock Issuance and the Parent Charter Amendment, have been duly authorized by all necessary corporate action by the Board of Directors on the part action. The affirmative vote of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each holders of (i) shares of Parent Stock representing a majority of the votes cast by such holders is the only vote of the holders of any of Parent’s capital stock necessary in connection with the issuance of the Parent Stock Consideration in the Merger (the “Parent Stock Issuance”) and Merger Sub(ii) a majority of the outstanding shares of Parent Stock is the only vote of the holders of any of Parent’s capital stock necessary in connection with the consummation of the Parent Charter Amendment (collectively, this the “Parent Stockholder Approval”). This Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws each of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))Parent and Merger Subsidiary. (b) At a meeting duly called and held, the Parent’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the CompanyParent’s stockholders (other than Parent, and declared the Merger Sub and their Affiliates)this Agreement to be advisable, (ii) approved, unanimously approved and adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Lawhereby, (iii) resolved that this Agreement unanimously declared the advisability of and approved the Merger shall be governed by Section 251(h) of Delaware Law Parent Charter Amendment and (iv) resolved, subject to Section 7.03, unanimously resolved to recommend that Parent’s stockholders grant the stockholders of the Company tender their Shares into the Offer Parent Stockholder Approval (such recommendation, the “Company Parent Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby Transactions are within the Company’s corporate powers and of the Company and, except for the Company Stockholder Approval required in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock approving and adopting this Agreement (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered this Agreement, and, by the Company and (assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement the other parties hereto) constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or and similar laws affecting creditors’ rightsrights and remedies generally, or by and subject, as to enforceability, to general principles governing the availability of equitable remedies, equity (regardless of whether considered enforcement is sought in suit, action or a proceeding at law or in equity equity) (collectively, the “Enforceability Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) Company has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, Transactions are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware LawTransactions, (iii) resolved directed that the approval of the Merger and approval and adoption of this Agreement and be submitted to a vote at a meeting of the Merger shall be governed by Section 251(h) of Delaware Law Company’s stockholders, and (iv) resolved, subject to Section 7.03, to recommend that recommended approval and adoption of this Agreement (including the Merger) by the Company’s stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”). Except as permitted by Section ‎6.03, the Board of Directors of the Company has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of has all requisite corporate power and authority to execute and deliver this Agreement and the consummation by the Company Ancillary Agreements and, subject to receipt of the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in connection with the consummation of the Merger (the “Company Shareholder Approval”), to perform its obligations under this Agreement and the Ancillary Agreements and to consummate the Merger and the other transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Companythereby. The Company has duly executed This Agreement and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Ancillary Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) The Company Shareholder Approval is the only vote of the holders of any of the Company’s capital stock necessary to consummate the Merger and the other transactions contemplated by this Agreement. (c) At a meeting duly called and held, the Company Board of Directors (upon the unanimous recommendation of the Special Committee) has unanimously (i) determined that this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreementhereby and thereby are advisable, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the executionAncillary Agreements and the transactions contemplated hereby and thereby, delivery and performance by (iii) directed that this Agreement be submitted to the Company Company’s shareholders and resolved to recommend approval and adoption of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders of the Company tender their Shares into the Offer Company’s shareholders (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the Escrow Agreement and the consummation by the Company of the transactions contemplated hereby and thereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company, other than approval and adoption of this Agreement and the Merger by the Company’s shareholders. The only votes of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger are (i) the affirmative vote of at least 50% of the outstanding shares of the Company has duly executed Series A Preferred Stock and delivered this the Company Series B Preferred Stock, voting together as a single class on an As-Converted basis, (ii) the affirmative vote of at least 50% of the outstanding shares of the Company Preferred Stock and (iii) the affirmative vote of at least 50% of the outstanding shares of the Company Common Stock. This Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Subthe other parties hereto, 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, receivership, conservatorship, arrangement, fraudulent conveyance, reorganization, moratorium or other Applicable Laws of general applicability similar laws now or hereafter in effect relating to or affecting creditors’ rights, or rights generally and by general equitable principles governing the availability (regardless of equitable remedies, whether enforceability is considered in suit, action or a proceeding at law or in equity (collectively, the “Enforceability Exceptions”)or at law). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement is advisable, and that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, Merger are fair to and in the best interests of the shareholders of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, unanimously approved and adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) unanimously resolved that to recommend approval and adoption of this Agreement and by the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders shareholders of the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”)Company.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for obtaining the Company Stockholder Approval, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed and delivered Stock in favor of the adoption of this Agreement, and, assuming due authorization, execution and delivery by each Agreement (the “Company Stockholder Approval”) is the only vote of Parent and Merger Sub, this the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. This Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms terms, except (except insofar i) as such enforceability the same may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws similar laws of general applicability application relating to or affecting creditors’ rights, or and (ii) for the limitations imposed by general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))equity. (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than any affiliates of Parent, Merger Sub and their Affiliates), (ii) approved, adopted approved and declared advisable this Agreement and the transactions contemplated hereby, (iii) approved the execution, delivery and performance by adopted an amendment to the Company of Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement and the consummation by the Company of the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, resolved (subject to Section 7.03, 7.02) to recommend that adoption of this Agreement by the Company’s stockholders (other than any affiliates of the Company tender their Shares into the Offer Parent) (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of the Company has duly executed and delivered this Agreement, and, assuming Common 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 (the “Company Stockholder Approval”). Assuming the due authorization, execution and delivery hereof by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against subject to the Company in accordance with its terms (except insofar as such enforceability may be limited by effects of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, reorganization, moratorium or and other Applicable Laws of general applicability similar laws relating to or affecting creditors’ rightsrights generally, or by general equitable principles governing the availability of equitable remedies, (whether considered in suit, action or a proceeding at law or in equity (collectively, the “Enforceability Exceptions”))or at law) and any implied covenant of good faith and fair dealing. (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parentstockholders, Merger Sub unanimously approved and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer hereby and the Merger, in accordance with the requirements of Delaware Law, unanimously resolved (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, 6.4) to recommend that the approval and adoption of this Agreement by its stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for obtaining the Company Stockholder Approval, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed Stock in favor of the approval and delivered adoption of this Agreement, and, assuming due authorization, execution and delivery by each Agreement (the “Company Stockholder Approval”) is the only vote of Parent and Merger Sub, this the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. This Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms terms, except (except insofar i) as such enforceability the same may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws similar laws of general applicability application relating to or affecting creditors’ rights, or and (ii) for the limitations imposed by general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))equity. (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than any affiliates of Parent, Merger Sub and their Affiliates), (ii) approved, adopted approved and declared advisable this Agreement and the transactions contemplated hereby, (iii) approved the execution, delivery and performance by adopted an amendment to the Company of Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement and the consummation by the Company of the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, resolved (subject to Section 7.03, 6.03) to recommend that the approval and adoption of this Agreement by its stockholders (other than any affiliates of the Company tender their Shares into the Offer Parent) (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated Transactions are within the Company’s corporate powers and, except for the Company Stockholder Approval (as defined below), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Stock is the only vote of the holders of the Company’s capital stock necessary to approve and adopt this AgreementAgreement and consummate the Transactions, including the Offer Merger (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the MergerCompany and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity (the requirements “Bankruptcy and Equity Exception”). (b) At a meeting duly called and held, the Board of Delaware Law, Directors of the Company has (iiii) resolved determined that this Agreement and the Merger shall be governed Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) approved the execution, delivery and performance by Section 251(hthe Company of this Agreement and the consummation of the Transactions; (iii) of Delaware Law declared advisable this Agreement and the Transactions; (iv) resolvedirrevocably waived the requirements of Section 4 of Article IV of the Company’s Certificate of Incorporation, subject to Section 7.03, which such waiver is valid and in effect; (v) resolved to recommend that the Company’s stockholders of vote to approve and adopt this Agreement and approve the Company tender their Shares into the Offer Transactions (such recommendation, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date of this Agreement; and (vi) directed that this Agreement be submitted to the Company’s stockholders for their adoption. (c) True, correct and complete copies of the Company’s Certificate of Incorporation and bylaws, in each case as in effect on the date of this Agreement, are included in the Company SEC Documents, and the Company is not in violation of any of the provisions thereof in any material respect.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed and delivered this Agreement, and, assuming Stock (including by obtaining the Written Consent) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (the “Company Stockholder Approval”). 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 (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer hereby and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03‎Section 6.03, to recommend that the approval and adoption of this Agreement by its stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery Company has all requisite corporate power and authority to enter into and deliver this Agreement and, assuming subject to the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware LawStockholder Approval, to consummate the performance by the Company of this Agreement Merger and the consummation by other Transactions. Subject to the Company accuracy of the transactions contemplated hereby are within the Company’s corporate powers representations and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreementwarranties in Section 5.10, 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, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated Merger and the other Transactions, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The only vote of holders of any class or series of capital stock of the Company necessary to adopt this AgreementAgreement (under Applicable Law, the Company Governing Documents or otherwise) is adoption of this Agreement by the affirmative vote of the holders of not less than 75% of the issued and outstanding shares of Company Common Stock (such vote, the “Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by ▇▇▇▇▇▇ 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, fraudulent transfer, reorganization and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity (the “Bankruptcy and Equity Exceptions”). (b) The Company Board, at a meeting duly called and held, unanimously has (i) determined that the entry into this Agreement and the consummation of the Transactions, including the Offer Merger, are advisable and in the best interests of the Company and its stockholders, (ii) approved the consummation of the Merger and the Merger, in accordance with other Transactions on the requirements of Delaware Lawterms and subject to the conditions set forth herein, (iii) resolved that approved the execution, delivery and performance of this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and Agreement, (iv) resolved, subject to Section 7.03, determined to recommend that the stockholders of the Company tender their Shares into the Offer adopt this Agreement (such recommendation, the “Company Board Recommendation”), and (v) directed that this Agreement be submitted to a vote of the Company’s stockholders; provided, that any Adverse Recommendation Change by the Company Board (or any duly authorized committee thereof) made in accordance by this Agreement shall not be a breach of this representation.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement NEXTLINK and the consummation by the Company NEXTLINK of the transactions contemplated hereby are within the Company’s corporate powers and of NEXTLINK and, except for the approval of Nextlink's stockholders of this Agreement, have been duly authorized by all necessary corporate action by the including, without limitation, NEXTLINK's Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has having: (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of NEXTLINK's stockholders; (ii) approved this Agreement and the Company’s stockholders transactions contemplated hereby; and (other than Parentiii) resolved to recommend approval and adoption of this Agreement by its stockholders. This Agreement constitutes a valid and binding agreement of NEXTLINK enforceable against NEXTLINK in accordance with its terms, Merger Sub and their Affiliates)except (i) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors' rights, (ii) approved, adopted provisions providing for indemnity for liability under the securities laws and declared advisable this Agreement and approved (iii) for the limitations imposed by general principles of equity. (b) The execution, delivery and performance by the Company of this Agreement Newco and the consummation by the Company Newco of the transactions contemplated hereby are within the corporate powers of Newco, and have been duly authorized by this Agreement, including the Offer all necessary corporate action. This Agreement constitutes a valid and the Merger, binding agreement of Newco enforceable against Newco in accordance with its terms, except (i) as the requirements same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of Delaware Lawgeneral application relating to or affecting creditors' rights, (ii) provisions providing for indemnity for liability under the securities laws and (iii) resolved that this Agreement and for the Merger shall be governed limitations imposed by Section 251(h) general principles of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”)equity.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the other Transaction Documents to be delivered by the Company at Closing and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the Company Stockholder Approval required in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed and delivered Stock in favor of adoption of this Agreement, and, assuming Agreement is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (the “Company Stockholder Approval”). Assuming due authorization, execution and delivery by each of Parent and Merger SubSubsidiary, this Agreement constitutes constitutes, and each Transaction Document to which the Company is a party will constitute, a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, pursuant to resolutions that have not been subsequently rescinded, withdrawn or qualified, the Company Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to advisable and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted approved and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Lawhereby, (iii) resolved directed that this Agreement and be submitted to the Merger shall Company’s stockholders to be governed by Section 251(h) of Delaware Law adopted and (iv) resolved, subject to Section 7.036.03, to recommend that adoption and approval of this Agreement by the Company’s stockholders of the Company tender their Shares into the Offer (such recommendationrecommendation in the preceding clause (iv), the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company Cardiac of this Agreement and the consummation by the Company Cardiac of the transactions contemplated hereby are within the CompanyCardiac’s corporate powers and and, except for the Cardiac Stockholder Approval, have been duly authorized by all necessary corporate action action. Without limiting the generality of the foregoing, the only vote of the holders of any class or series of capital stock of Cardiac required by Law to approve this Agreement, the Cardiac Merger and/or any of the other transactions contemplated hereby is the affirmative vote (the “Cardiac Stockholder Approval”) of the holders of a majority of the outstanding Cardiac Common Shares in favor of the adoption and approval of this Agreement and the Cardiac Merger. Cardiac’s Board of Directors on has (a) determined that this Agreement and the part transactions contemplated hereby, including the Cardiac Merger, are in the best interests of Cardiac and its stockholders, (b) approved this Agreement and the transactions contemplated hereby, including for purposes of rendering Section 203 of the CompanyDGCL inapplicable to this Agreement and the Cardiac Merger and (c) resolved (subject to Section 7.4) to recommend to such stockholders that they vote in favor of adopting and approving this Agreement and the Cardiac Merger in accordance with the terms hereof. The Company has duly executed Assuming that this Agreement constitutes the valid and delivered this Agreement, and, assuming due authorization, execution and delivery by each binding obligation of Parent and Merger SubCardiac, this Agreement constitutes a valid and binding agreement of the CompanyCardiac, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to bankruptcy, insolvency, reorganization, receivershipmoratorium and similar Laws, conservatorshipnow or hereafter in effect, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by rights and remedies and to general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))equity. (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this AgreementTransactions are within the Company’s corporate powers and, including except for the Offer and required 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. The affirmative vote of the holders of a majority of the outstanding shares of Company Stock is the only vote of the holders of any of the Company’s capital stock necessary to adopt this Agreement and to consummate the Transactions (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). (b) At a meeting duly called and held, the requirements Board of Delaware Law, Directors of the Company has unanimously (iiii) resolved determined that this Agreement and the Merger shall be governed Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) approved the execution, delivery and performance by Section 251(hthe Company of this Agreement and the consummation of the Transactions, including the Merger; (iii) of Delaware Law declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein; and (iv) resolved, subject to Section 7.03, resolved to recommend that the Company’s stockholders of the Company tender their Shares into the Offer vote to approve this Agreement (such recommendation, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof. (c) True and complete copies of the Company’s certificate of incorporation and bylaws, in each case as in effect on the date of this Agreement, are included in the Company SEC Documents.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for any required adoption of this Agreement by the Company’s shareholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding Shares and Class B Shares, voting together as a single class, with each Share entitled to one vote per Share and each Class B Share entitled to one vote per Class B Share (if required by Indiana Law) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (the “Company has duly executed Shareholder Approval”) under applicable Law and delivered this Agreementthe Articles of Incorporation or the By-laws, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this as currently in effect. This Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At The Committee of Disinterested Directors has been duly authorized and constituted and at a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are advisable and fair to and in the best interests of the Company’s stockholders Unaffiliated Shareholders and (other than Parentii) recommended that the Company Board adopt resolutions, on the terms and subject to the conditions of this Agreement and in accordance with the IBCL (x) determining that it is advisable and fair to and in the best interests of the Company and the Unaffiliated Shareholders for Parent to acquire the Company on the terms and subject to the 10 conditions set forth herein, (y) approving and adopting this Agreement, the Offer and the Merger Sub and (z) recommending that the Unaffiliated Shareholders accept the Offer, tender their AffiliatesShares in the Offer and approve the Merger and this Agreement (to the extent required by Indiana Law) (the “Committee Recommendation”). (c) The Company Board acting on the Committee Recommendation, at a meeting duly called and held, has unanimously, on the terms and subject to the conditions of this Agreement and in accordance with the IBCL (i) determined that it is advisable and fair to and in the best interests of the Company and the Unaffiliated Shareholders for Parent to acquire the Company on the terms and subject to the conditions set forth herein, (ii) approved, approved and adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, Merger and (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend recommended that the stockholders of Unaffiliated Shareholders accept the Company Offer, tender their Shares into in the Offer and approve the Merger and this Agreement (such recommendation, to the extent required by Indiana Law) (the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Assuming the accuracy of the representations and warranties of Parent and Merger Subsidiary set forth in the first sentence of Section 5.08, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (following the conversion of the outstanding Company Series A Preferred Stock) (the “Company Stockholder Approval”) and a vote with respect to a non-binding advisory proposal to approve the “golden parachute compensation” payable to the Company’s named executive officers in connection with the Merger, are the only votes of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. This Agreement has been duly executed and delivered this Agreement, by the Company and, assuming due authorization, execution this Agreement is a valid and delivery by each binding obligation of Parent and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation “Board of the Special CommitteeDirectors”) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the executiontransactions contemplated hereby, delivery including the Merger and performance by (iii) directed that the Company approval and adoption of this Agreement and the consummation by the Company be submitted to a vote at a meeting of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law Company’s stockholders and (iv) resolved, subject to Section 7.036.03(b), to recommend that approval and adoption of this Agreement by the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement 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 are within the Company’s corporate powers and, including except for the Offer and required 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. The affirmative vote of the holders of a majority of the outstanding shares of Company Stock is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (the “Company Stockholder Approval”). Assuming due execution and delivery of this Agreement by Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and general principles of equity). (b) At a meeting duly called and held, the requirements Company’s Board of Delaware Law, Directors has (iiii) resolved unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders, (ii) unanimously declared advisable this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and the other transactions contemplated hereby and (iviii) unanimously resolved, subject to Section 7.036.03, to recommend that approval and adoption of this Agreement by the stockholders holders of the shares of Company tender their Shares into the Offer Stock (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and of the Company, and, except for the Company Stockholder Approval, have been duly authorized by all necessary corporate action action. The affirmative vote of a majority of the votes represented by the Board outstanding shares of Directors on Company Common Stock, Company Class B Stock and the part outstanding shares of Company Preferred Stock not held by the CompanyApollo Investors, voting together as a single class (the "Company Stockholder Approval"), is the only vote required to adopt this Agreement and the Merger. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this This Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws similar laws of general applicability relating to or affecting creditors’ ' rights, or by principles governing the availability of and to general equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))principles. (b) At The Company Independent Committee at a meeting duly called and held, the Board of Directors and (upon the unanimous recommendation of the Special Committeesubject to Section 6.4) not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement, hereby (including the Offer and the Merger) are advisable, are fair to and in the best interests of the Company’s stockholders holders of Company Common Stock (other than Parent, Merger Sub Sub, the Apollo Investors, the holders of Company Class B Stock and their respective Affiliates), (ii) approved, adopted and declared advisable recommended this Agreement and approved to the execution, delivery and performance by Board of Directors of the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved (subject to Section 6.4) to recommend that the holders of Company Common Stock (other than Parent, Merger Sub, the Apollo Investors, the holders of Company Class B Stock and their respective Affiliates) vote for adoption of this Agreement. The Board of Directors of the Company (after taking into account the recommendation of the Company Independent Committee), at a meeting duly called and held, and (subject to Section 6.4) not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger shall be governed by Section 251(htransactions contemplated hereby (including the Merger) are advisable, fair to and in the best interests of Delaware Law the stockholders of the Company, (ii) approved and adopted this Agreement and (iviii) resolved, resolved (subject to Section 7.03, 6.4) to recommend that the Company stockholders vote for the adoption of this Agreement. (c) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of this Agreement, the Parent Subscription Agreement, the Apollo Consent, the Trust Voting Agreement and the transactions contemplated hereby and thereby, including the Merger, without any further action on the part of the stockholders or the Board of Directors of the Company. True, correct and complete copies of all resolutions of the Board of Directors of the Company tender their Shares into reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation is applicable to or purports to be applicable to the Offer (such recommendation, the “Company Recommendation”)Merger or any other transaction contemplated by this Agreement.

Corporate Authorization. (a) The execution, delivery Company has the full corporate power and authority to execute and deliver this Agreement and, assuming subject to approval of this Agreement by the affirmative vote of a majority of the votes represented by the shares of Common Stock outstanding on the record date to be established for the Company Stockholders Meeting, to consummate the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company Agreement. The 16 execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company have been (i) duly and validly authorized and adopted by the unanimous vote of the Special Committee and by the unanimous vote of the Company's Board of Directors, and (ii) determined to be fair to, advisable and in the best interests of the stockholders of the Company (other than the Retaining Stockholders) by the Special Committee and the Company's Board of Directors. The Special Committee and the Board of Directors have each recommended that the Stockholders of the Company adopt this Agreement and approve the Merger. No corporate proceedings on the part of the Company are necessary, as a matter of law or otherwise, for the consummation of the transactions contemplated hereby, other than the approval of this Agreement by the Company's stockholders at the Company Stockholders Meeting. This Agreement has been duly and validly executed and delivered this Agreement, by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes by MergerSub, is a valid and binding agreement of the Company, Company enforceable against the Company it in accordance with its terms (terms, except insofar as such enforceability to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangementmoratorium, fraudulent conveyance, moratorium conveyance or other Applicable Laws of general applicability similar laws now or hereafter in effect relating to or affecting creditors’ rightscreditor's rights generally, or by (ii) general principles governing the availability of equitable remedies, equity (regardless of whether such enforcement is considered in suit, action or a proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (bequity) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement the remedy of specific performance and the Merger shall injunctive and other forms of equitable relief may be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders discretion of the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”)court before which any enforcement proceeding therefor may be brought.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger and adoption of the Amended and Restated Company Charter, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of two thirds of the shares of Company has duly executed Stock represented at the Company Stockholder Meeting is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger and delivered this Agreement, and, assuming due authorization, execution adoption of the Amended and delivery by each of Parent and Merger Sub, this Restated Company Charter (the “Company Stockholder Approval”). This Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), stockholders; (ii) unanimously approved, adopted and declared advisable this Agreement and approved the executiontransactions contemplated hereby; (iii) unanimously approved, delivery adopted and performance by declared advisable the adoption of the Amended and Restated Company Charter; and (iv) unanimously resolved, subject to Section 6.03(b), to recommend approval and adoption of this Agreement and the consummation by the Company adoption of the transactions contemplated Amended Restated Company Charter by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the its stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly and validly authorized by all necessary corporate action by the Board of Directors on the part of the Company Board, subject only to the approval of the Company’s stockholders as described below, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or for the Company to consummate the Transactions (other than, with respect to the Merger, the filing of the Certificate of Merger with the Delaware Secretary of State). The Company has duly executed and delivered this Agreement, and, assuming Assuming the due authorization, execution and delivery by each of Parent and Merger SubSub of this Agreement, this Agreement has been duly and validly executed and delivered by the Company and constitutes a the legal, valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, reorganization, moratorium or other Applicable Laws of general applicability relating to or and similar laws affecting creditors’ rightsrights generally and subject, or by as to enforceability, to general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock to adopt this Agreement (the “Required Company Stockholder Approval”) is the only vote of the holders of any of the Company Capital Stock necessary to adopt this Agreement and approve the Merger and the other Transactions. (b) At a meeting duly called and held, the Company Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, Transactions are fair to to, advisable and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer Transactions and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, 6.02) to recommend that adoption of this Agreement by the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed and delivered this Agreement, and, assuming 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 (the “Company Stockholder Approval”) . Assuming the due authorization, execution and delivery by each of Parent and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation “Board of the Special CommitteeDirectors”) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer hereby and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) unanimously resolved, subject to Section 7.036.04(b), to recommend that the adoption of this Agreement by its stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the CompanyCompany and, in each case, except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary. The Company has duly executed Stockholder Approval (none of which require the affirmative vote of shares of Common Stock representing more than a majority of the issued and delivered this Agreement, and, assuming due authorization, execution outstanding Common Stock) are the only votes or consents of the holders of any class or series of the Company’s stock necessary to approve the Investment and delivery by each of Parent and Merger Sub, this to consummate the other transactions contemplated hereby. This Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights generally and general principles of equity). The Investment Shares and the Balance Shares, if any, 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, to which or by principles governing which the availability Company or any of equitable remediesits Subsidiaries is a party or otherwise subject or bound or to which or by which any property, whether considered in suitbusiness, action operation or proceeding at law right of the Company or in equity (collectively, the “Enforceability Exceptions”))any of its Subsidiaries is subject or bound. (b) At a meeting duly called and heldheld in person, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement Agreement, the Investment, the Replacement Management Agreements and the other transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer Investment, the Replacement Management Agreements and the Merger, in accordance with the requirements of Delaware Law, other transactions contemplated hereby and (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders recommended approval of the Company tender their Shares into the Offer Stockholder Proposal (such recommendation, the “Company Board Recommendation”)) and has adopted a resolution to the foregoing effect. (c) Subject to Section 7.03, the Company Board Recommendation has not been rescinded or modified in any respect.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding Company has duly executed Shares voting to approve and delivered adopt this Agreement and the Merger (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, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this . 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, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other similar Applicable Laws of general applicability relating to or Law affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))equity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has duly and unanimously adopted resolutions (i) determined declaring that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted approving and declared declaring advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer Merger and the Merger, in accordance with the requirements of Delaware Lawother transactions contemplated hereby, (iii) resolved that approving and adopting an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement, the Voting Agreement and the Merger shall be governed by Section 251(h) of Delaware Law transactions contemplated hereby and thereby, (iv) resolved, subject to Section 7.03, to recommend directing that the stockholders adoption of this Agreement be submitted to the Company tender their Shares into Stockholder Meeting, and (v) making the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated Transactions are within the Company’s corporate powers and, except for the Company Stockholder Approval (as defined below), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Stock is the only vote of the holders of the Company’s capital stock necessary to approve and adopt this AgreementAgreement and consummate the Transactions, including the Offer Merger (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the MergerCompany and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws affecting creditors’ rights generally and general principles of equity (the requirements “Bankruptcy and Equity Exception”). (b) At a meeting duly called and held, the Board of Delaware LawDirectors of the Company has, by the unanimous vote of all directors of Company, (iiii) resolved determined that this Agreement and the Merger shall be governed Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) approved the execution, delivery and performance by Section 251(hthe Company of this Agreement and the consummation of the Transactions; (iii) of Delaware Law declared advisable this Agreement and the Transactions; (iv) resolved, subject to Section 7.03, resolved to recommend that the Company’s stockholders of vote to approve and adopt this Agreement and the Company tender their Shares into the Offer Transactions (such recommendation, the “Company Board Recommendation”); and (v) directed that this Agreement be submitted to the stockholders of the Company for adoption at the Company Stockholders Meeting, which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date of this Agreement. (c) True, complete, and correct copies of the Company’s certificate of incorporation and bylaws, in each case as in effect on the date of this Agreement, are included in the Company SEC Documents. The Company has not taken any action in material breach or violation of any of the provisions of the Company’s certificate of incorporation or bylaws.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s 's corporate powers and and, except for the required approval of the Company's stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each Common Stock is the only vote of Parent and Merger Sub, this the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger. This Agreement constitutes is a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws and similar laws of general applicability relating to or affecting creditors’ rights, or by ' rights and to general equity principles governing (the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)"BANKRUPTCY AND EQUITY EXCEPTION"). (b) At a meeting duly called and heldheld on May 4, 2004, the Company's Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)'s stockholders, (ii) approved, unanimously approved and adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by transactions contemplated hereby, (ii) approved and adopted an amendment to the Company of Rights Agreement to render the Rights inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Lawhereby, (iii) unanimously resolved that to recommend approval and adoption of this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law its stockholders and (iv) resolved, subject directed that this Agreement be submitted to Section 7.03, to recommend that the Company's stockholders of the Company tender for their Shares into the Offer (such recommendation, the “Company Recommendation”)adoption.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement Agreement, and the consummation by the Company of the transactions contemplated hereby Transactions are within the Company’s corporate powers and of the Company and, subject to receipt of the Company Stockholder Approval, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The approval of the Transactions on the terms and conditions of this Agreement by the Voting Trust, as the sole holder of Company has Voting Common Stock, as authorized by the approval of a majority of the Voting Trustees and the holders of a majority of the outstanding Voting Trust Receipts (the “Company Stockholder Approval”) is the only approval by the Company’s stockholders necessary in connection with the consummation of the Mergers under Applicable Law (including the MGCL) and the Company Organizational Documents. The Company Stockholder Approval shall be duly executed and delivered validly obtained in accordance with Applicable Law (including the MGCL) and the Company Organizational Documents upon the execution and delivery of the Written Consent pursuant to the terms of this Agreement, and, when delivered, the Written Consent shall constitute the irrevocable Company Stockholder Approval. 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, this Agreement the other parties hereto) constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or and similar laws affecting creditors’ rightsrights and remedies generally, or by and subject, as to enforceability, to general principles governing the availability of equitable remedies, equity (regardless of whether considered enforcement is sought in suit, action or a proceeding at law or in equity equity) (collectively, the “Enforceability Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) Company has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, Transactions are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted approved and declared advisable this Agreement the Mergers and approved the execution, delivery other Transactions on the terms and performance by the Company conditions of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved directed that the approval of the Mergers and the other Transactions on the terms and conditions of this Agreement be submitted to the Voting Trustees, the holders of the Voting Trust Receipts, and the Merger shall be governed by Section 251(h) Voting Trust, the sole holder of Delaware Law Company Voting Common Stock, for consideration, and (iv) resolved, subject to Section 7.03, to recommend that recommended the stockholders approval of the Company tender Mergers and the other Transactions on the terms and conditions of this Agreement by the Voting Trustees (in their Shares into capacities as such), the Offer holders of the Voting Trust Receipts (in their capacities as such) and the Voting Trust (such recommendation, the “Company Board Recommendation”). Except as permitted by ‎Section 6.03, the Board of Directors of the Company has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the Stockholder Vote, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Stock is the only vote (the “Stockholder Vote”) of the holders of any of the Company’s capital stock necessary for the consummation of the Merger. This Agreement has been duly executed and delivered this Agreement, by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable similar Laws of general applicability affecting or relating to or affecting enforcement of creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, equity (regardless of whether enforcement is considered in suit, action or a proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (bi) At The Special Committee was duly authorized and constituted on May 13, 2004, (ii) the Special Committee, at a meeting thereof duly called and heldheld on August 1, the Board of Directors 2004, (upon the unanimous recommendation of the Special Committee) has (iA) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, Merger are fair to and in the best interests of the Company’s Company and its stockholders (other than Parent, Merger Sub Parent and their its Affiliates), (iiB) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved determined that this Agreement and the Merger shall should be governed by Section 251(h) of Delaware Law approved and declared advisable and (ivC) resolved, subject resolved to Section 7.03, recommend to the Board of Directors of the Company that the Board of Directors of the Company approve and declare advisable this Agreement and the Merger and to recommend that the stockholders of the Company tender their Shares into adopt this Agreement, and (iii) the Offer Board of Directors of the Company, at a meeting thereof duly called and held on August 1, 2004, in reliance upon the recommendation of the Special Committee (such recommendationA) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (B) approved and declared advisable this Agreement and the “Merger and (C) resolved to recommend that the stockholders of the Company Recommendation”)adopt this Agreement.

Corporate Authorization. (a) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and, subject to obtaining the approval by the Company Shareholders in the manner required by the Interim Order and the Final Order, to consummate the transactions contemplated hereby and to perform each of its obligations hereunder. The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of its obligations under this Agreement and the consummation by the Company of the Arrangement and the other transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each no other corporate proceedings on the part of Parent and Merger Sub, the Company or any of its Subsidiaries are necessary to authorize this Agreement constitutes a valid and binding agreement or the consummation of the CompanyArrangement and the other transactions contemplated hereby, enforceable against other than approval by the Company Shareholders in accordance with its terms (except insofar as such enforceability may be limited the manner required by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or the Interim Order and Law and approval by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))Court. (b) At a meeting duly called The Special Committee, after receiving legal and heldfinancial advice, has unanimously recommended that the Board approve the Arrangement and the Arrangement Agreement and recommend that the Company Shareholders vote in favour of Directors the Arrangement Resolution, and no action has been taken to amend, withdraw, modify or supersede such recommendation. (upon c) The Board, after receiving legal and financial advice and the unanimous recommendation of the Special Committee) has , (i) has unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and Arrangement is in the best interests of the Company’s stockholders (other than Parent, Merger Sub Company and their Affiliates)is fair to the Company Shareholders, (ii) approved, adopted resolved to unanimously recommend that the Company Shareholders vote in favour of the Arrangement Resolution and declared advisable (iii) authorized the entering into of this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by its obligations under this Agreement, including the Offer and the Mergerno action has been taken to amend, in accordance with the requirements of Delaware Lawwithdraw, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders modify or supersede any of the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”)foregoing.

Corporate Authorization. (a) The execution, delivery Company has all requisite corporate power and authority to enter into this Agreement and, assuming subject to the Stockholder Approval, to consummate the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Companyhereby. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Stock voting to approve and adopt this Agreement and the Merger (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, including . This Agreement constitutes a valid and binding agreement of the Offer and Company enforceable against the Merger, Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. (b) At a meeting duly called and held, prior to the requirements execution of Delaware Lawthis Agreement, at which all directors of the Company were present, the Company’s Board of Directors duly and unanimously adopted resolutions (iiii) resolved declaring that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company’s stockholders, (ii) approving and declaring advisable this Agreement, the Merger shall be governed by Section 251(hand the other transactions contemplated hereby, (iii) of Delaware Law approving and adopting an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement and the transactions contemplated hereby, (iv) resolved, subject to Section 7.03, to recommend directing that the adoption of this Agreement be submitted to the Stockholder Meeting, and (v) recommending that the Company’s stockholders of grant the Company tender their Shares into the Offer Stockholder Approval (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby Transactions are within the Company’s corporate powers and of the Company and, except for the Company Stockholder Approval required in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock approving and adopting this Agreement (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered this Agreement, and, by the Company and (assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement the other parties hereto) constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or and similar laws affecting creditors’ rightsrights and remedies generally, or by and subject, as to enforceability, to general principles governing the availability of equitable remedies, equity (regardless of whether considered enforcement is sought in suit, action or a proceeding at law or in equity equity) (collectively, the “Enforceability Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) Company has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, Transactions are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware LawTransactions, (iii) resolved directed that the approval of the Merger and approval and adoption of this Agreement and be submitted to a vote at a meeting of the Merger shall be governed by Section 251(h) of Delaware Law Company’s stockholders, and (iv) resolved, subject to Section 7.03, to recommend that recommended approval and adoption of this Agreement (including the Merger) by the Company’s stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”). Except as permitted by Section 6.03, the Board of Directors of the Company has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the Company Stockholder Approval in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Stock (including by obtaining the Written Consent) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (the “Company Stockholder Approval”). The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ creditor’s rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer hereby and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03‎Section 6.04, to recommend that the approval and adoption of this Agreement by its stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of has all requisite corporate power and authority to execute and deliver this Agreement and perform its obligations under this Agreement and, subject to receipt of the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in connection with the consummation by the Company of the Merger (the “Company Shareholder Approval”), to consummate the Merger and the other transactions contemplated hereby are within the Company’s corporate powers and have hereby. This Agreement has been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution by the Company 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 (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, rights generally and general principles of equity). The Company Shareholder Approval is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary for the adoption of this Agreement and for the consummation by principles governing the availability Company of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))other transactions contemplated hereby. (b) At Without limiting the generality of Section 4.02(a), at a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub Company and their Affiliates)its shareholders, (ii) approvedapproved this Agreement and the performance by the Company of its covenants and obligations hereunder, (iii) adopted and declared advisable this Agreement and approved the executiontransactions contemplated hereby, delivery (iv) directed that this Agreement be submitted to the Company’s shareholders for their approval and performance by the Company adoption, and (v) resolved to recommend approval and adoption of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders of the Company tender their Shares into the Offer Company’s shareholders (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery Company has all requisite corporate power and authority to enter into this Agreement and, assuming subject to the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware LawStockholder Approval, to consummate the performance by the Company of this Agreement Merger and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the . 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, including except for obtaining the Offer Stockholder Approval and the filing of the Certificate of Merger, have been duly authorized by all necessary corporate action on the part of the Company. Assuming the due authorization, execution and delivery of this Agreement by ▇▇▇▇▇▇ 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, fraudulent transfers, reorganization, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity (the requirements “Bankruptcy and Equity Exceptions”). (b) The Company Board at a duly held meeting has unanimously (i) determined that it is in the best interests of Delaware Lawthe Company and its stockholders, and declared it advisable, to enter into this Agreement, (iiiii) resolved that approved the execution, delivery and performance of this Agreement and the consummation of the Merger shall be governed by Section 251(h) of Delaware Law and the other transactions contemplated hereby and thereby, and (iviii) resolvedon the terms and subject to the condition set forth in this Agreement, (A) resolved (subject to Section 7.03, 6.02) to recommend that the stockholders of the Company tender their Shares into vote in favor of the Offer adoption of this Agreement (such recommendation, the “Company Recommendation”), and, as of the date hereof, the Company Recommendation has not been withdrawn, rescinded or modified in any way, and (B) directed that such matter be submitted for consideration of the stockholders of the Company at the Stockholder Meeting. (c) The only votes or actions of holders of capital stock of the Company, or any class or series of capital stock of the Company, necessary to adopt this Agreement is the adoption of this Agreement by the holders of a majority of the voting power of the issued and outstanding shares of Company Common Stock entitled to vote thereon (such vote or action, collectively, the “Stockholder Approval”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of has full corporate power and authority to execute and deliver this Agreement and to consummate the consummation by Merger and the Company of the other transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board to perform each of Directors on the part of the Companyits obligations hereunder. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement 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 hereby have been duly and validly authorized by the Board of Directors of the Company. Except for the approval of this AgreementAgreement by a simple majority of the Ordinary Shares present, including in person or by proxy, at a meeting of Company shareholders called for such purpose (the Offer “Requisite Shareholder Vote”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. The Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, at a duly held meeting has (i) determined that the Merger and this Agreement are fair to and in the best Table of Contents interests of the Company and its shareholders, (ii) approved the Merger, in accordance with the requirements execution, delivery and performance of Delaware Lawthis Agreement and the consummation of the transactions contemplated hereby, and (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders Company shareholders approve this Agreement and directed that such matter be submitted for consideration of the shareholders of the Company tender their Shares into at the Offer Company Shareholder Meeting. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due 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 recommendationenforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the “Company Recommendation”)enforcement of creditors’ rights generally and general equitable principles.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and ----------------------- performance by the Company of this Agreement NEXTLINK and the consummation by the Company NEXTLINK of the transactions contemplated hereby are within the Company’s corporate powers and of NEXTLINK and, except for the approval of Nextlink's stockholders of this Agreement, have been duly authorized by all necessary corporate action by the including, without limitation, NEXTLINK's Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has having: (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of NEXTLINK's stockholders; (ii) approved this Agreement and the Company’s stockholders transactions contemplated hereby; and (other than Parentiii) resolved to recommend approval and adoption of this Agreement by its stockholders. This Agreement constitutes a valid and binding agreement of NEXTLINK enforceable against NEXTLINK in accordance with its terms, Merger Sub and their Affiliates)except (i) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors' rights, (ii) approved, adopted provisions providing for indemnity for liability under the securities laws and declared advisable this Agreement and approved (iii) for the limitations imposed by general principles of equity. (b) The execution, delivery and performance by the Company of this Agreement Newco and the consummation by the Company Newco of the transactions contemplated hereby are within the corporate powers of Newco, and have been duly authorized by this Agreement, including the Offer all necessary corporate action. This Agreement constitutes a valid and the Merger, binding agreement of Newco enforceable against Newco in accordance with its terms, except (i) as the requirements same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of Delaware Lawgeneral application relating to or affecting creditors' rights, (ii) provisions providing for indemnity for liability under the securities laws and (iii) resolved that this Agreement and for the Merger shall be governed limitations imposed by Section 251(h) general principles of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”)equity.

Corporate Authorization. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly and validly authorized by all necessary corporate action under the Company’s constituent documents and applicable provisions of Delaware Law (other than the approval of this Agreement and the Merger by the Board of Directors on the part stockholders of the CompanyCompany and the filing with the Secretary of State of the State of Delaware of the certificate of merger as required by Delaware Law). The Company This Agreement has been duly and validly executed and delivered this Agreement, by the Company and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding agreement of the Companyother parties hereto, constitutes a legal, valid and binding agreement of the Company enforceable against the Company it in accordance with its terms (terms, except insofar as such enforceability may be enforcement is limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or insolvency and other Applicable Laws similar laws affecting the enforcement of general applicability relating to or affecting creditors’ rights, or rights generally and for limitations imposed by general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))equity. (ba) At The Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions (i) approving and adopting this Agreement, the Merger and the other transactions expressly contemplated hereby and requiring the approval of the Board of Directors (upon the unanimous recommendation of the Special CommitteeCompany, (ii) has (i) determined determining that this Agreement and the transactions contemplated by this Agreement, including terms of the Offer and the Merger, Merger are fair to and in the best interests of the Company’s Company and its stockholders (and that the other than Parent, Merger Sub transactions expressly contemplated hereby and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved requiring the execution, delivery and performance by approval of the Board of Directors of the Company are in the best interests of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Lawits stockholders, (iii) resolved recommending that the Company’s stockholders adopt this Agreement and (iv) declaring that this Agreement is advisable. (b) The only vote of holders of any class or series of Company Common Stock and Company Preferred Stock necessary to approve and adopt this Agreement and the Merger shall be governed (the “Company Stockholder Approval”) is the adoption of this Agreement by Section 251(h(i) the holders of Delaware Law a majority of the outstanding Company Common Stock and Company Preferred Stock voting together as a single class, with the Company Preferred Stock voting on an as-converted basis, (ii) the holders of 60% of the outstanding Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, voting together as a single class, and (iviii) resolvedthe holders of 75% of the Series D Preferred Stock, subject to voting separately as a class. The Company Stockholder Approval may be obtained by written consent of the Company’s stockholders listed in Section 7.03, to recommend that the stockholders 4.02(c) of the Company tender their Shares into Disclosure Schedule under the Offer Company’s certificate of incorporation and bylaws and the DGCL. The affirmative vote of the holders of the Company Common Stock and the Company Preferred Stock, or any of them, is not necessary to consummate any transaction expressly contemplated hereby other than the Merger. Promptly (such recommendationbut in no event more than one Business Day) following the execution and delivery of this Agreement and receipt of the Company Stockholder Approval, the “Company Recommendation”)shall deliver to Parent a certificate of the Secretary of the Company certifying that the Company Stockholder Approval has been obtained by the written consent of the Company’s stockholders.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this AgreementAgreement are within the corporate powers and authority of the Company and, including except for the Offer Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Common 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 Mergers (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the MergerCompany and (assuming due authorization, execution and delivery by Parent, Bidco and each Merger Sub) constitutes a valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the requirements “Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Delaware Law, Directors of the Company unanimously adopted resolutions (iiii) resolved determining that this Agreement and the Merger shall transactions contemplated hereby (including the Mergers) are fair to and in the best interests of the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Mergers), (iii) directing that the adoption of this Agreement be governed by Section 251(h) submitted to a vote at a meeting of Delaware Law the Company’s stockholders, and (iv) resolved, subject to Section 7.03, to recommend that recommending adoption of this Agreement by the Company’s stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”). Except as permitted by Section 6.02, the Board of Directors of the Company has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers power and authority and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote at an annual or special meeting of the shareholders of the Company, at which a quorum is present in accordance with the NJBCA and the bylaws of the Company, of holders of the Company has duly executed and delivered this Stock representing at least a majority of the votes cast at such meeting (the “Company Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the transactions contemplated hereby. This Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger SubCorp, 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 applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, equity (regardless of whether enforceability is considered in suit, action or a proceeding at law or in equity (collectively, the “Enforceability Exceptions”)or at Law). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation as of the Special Committee) date of this Agreement, the Company Board has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)as set forth in Section 14A:6-1 of the NJBCA, (ii) approved, adopted unanimously approved and declared advisable this Agreement and approved the execution, delivery transactions contemplated hereby and performance by the Company (iii) unanimously resolved to recommend adoption of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the its stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed and delivered this Agreement, and, assuming Stock (including by obtaining the Written Consent) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (the “Company Stockholder Approval”). 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 (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer hereby and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.036.03, to recommend that the approval and adoption of this Agreement by its stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed and delivered this Agreement, and, assuming Stock entitled to vote is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (the “Company Stockholder Approval”). The delivery of the Written Consent will constitute the Company Stockholder Approval. Assuming the due authorization, execution and delivery of this Agreement by each of NICE, Parent and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub Company and their Affiliates)its stockholders, (ii) approved, adopted approved and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.036.04(b), to recommend that the approval and adoption of this Agreement by its stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”), (iv) fixed a record date for the determination of stockholders of record entitled to consent to adoption and approval of this Agreement and (v) determined to submit the adoption and approval of this Agreement to its stockholders for action by written consent without a meeting.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions are within the Company’s corporate powers and, except for the Company Stockholder Approval (as defined below), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Stock is the only vote of the holders of the Company’s capital stock necessary to approve and adopt this Agreement and consummate the transactions contemplated by this Agreementhereby, including the Offer Merger (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the MergerCompany and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity (the requirements “Bankruptcy and Equity Exception”). (b) At a meeting duly called and held, the Board of Delaware Law, Directors of the Company has unanimously (iiii) resolved determined that this Agreement and the Merger shall be governed Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) approved the execution, delivery and performance by Section 251(hthe Company of this Agreement and the consummation of the Transactions; (iii) of Delaware Law declared advisable this Agreement and the Transactions; (iv) resolvedapproved the execution and delivery of the Support Agreement by the parties thereto (and the consummation of the transactions contemplated thereby), subject to Section 7.03, including for purposes of the Confidentiality Agreement; (v) resolved to recommend that the Company’s stockholders of vote to approve and adopt this Agreement and the Company tender their Shares into transactions contemplated hereby, including the Offer Merger (such recommendation, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date of this Agreement; and (vi) directed that this Agreement be submitted to the Company’s stockholders for their adoption. (c) True and complete copies of the Company’s certificate of incorporation and bylaws, in each case as in effect on the date of this Agreement, are included in the Company SEC Documents.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Assuming the accuracy of the representations and warranties of Parent and Merger Subsidiary set forth in the first sentence of Section 5.08, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (following the conversion of the outstanding Company Series A Preferred Stock) (the “Company Stockholder Approval”) and a vote with respect to a non-binding advisory proposal to approve the “golden parachute compensation” payable to the Company’s named executive officers in connection with the Merger, are the only votes of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. This Agreement has been duly executed and delivered this Agreement, by the Company and, assuming due authorization, execution this Agreement is a valid and delivery by each binding obligation of Parent and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation “Board of the Special CommitteeDirectors”) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the executiontransactions contemplated hereby, delivery including the Merger and (iii) directed that the approval and performance by the Company adoption of this Agreement and the consummation by the Company be submitted to a vote at a meeting of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law Company’s stockholders and (iv) resolved, subject to Section 7.036.03(b), to recommend that approval and adoption of this Agreement by the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement Agreement, and the consummation by the Company of the transactions contemplated hereby Transactions are within the Company’s corporate powers and of the Company and, subject to receipt of the Company Stockholder Approval, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The approval of the Transactions on the terms and conditions of this Agreement by the Voting Trust, as the sole holder of Company has Voting Common Stock, as authorized by the approval of a majority of the Voting Trustees and the holders of a majority of the outstanding Voting Trust Receipts (the “Company Stockholder Approval”) is the only approval by the Company’s stockholders necessary in connection with the consummation of the Mergers under Applicable Law (including the MGCL) and the Company Organizational Documents. The Company Stockholder Approval shall be duly executed and delivered validly obtained in accordance with Applicable Law (including the MGCL) and the Company Organizational Documents upon the execution and delivery of the Written Consent pursuant to the terms of this Agreement, and, when delivered, the Written Consent shall constitute the irrevocable Company Stockholder Approval. 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, this Agreement the other parties hereto) constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or and similar laws affecting creditors’ rightsrights and remedies generally, or by and subject, as to enforceability, to general principles governing the availability of equitable remedies, equity (regardless of whether considered enforcement is sought in suit, action or a proceeding at law or in equity equity) (collectively, the “Enforceability Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) Company has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, Transactions are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted approved and declared advisable this Agreement the Mergers and approved the execution, delivery other Transactions on the terms and performance by the Company conditions of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved directed that the approval of the Mergers and the other Transactions on the terms and conditions of this Agreement be submitted to the Voting Trustees, the holders of the Voting Trust Receipts, and the Merger shall be governed by Section 251(h) Voting Trust, the sole holder of Delaware Law Company Voting Common Stock, for consideration, and (iv) resolved, subject to Section 7.03, to recommend that recommended the stockholders approval of the Company tender Mergers and the other Transactions on the terms and conditions of this Agreement by the Voting Trustees (in their Shares into capacities as such), the Offer holders of the Voting Trust Receipts (in their capacities as such) and the Voting Trust (such recommendation, the “Company Board Recommendation”). Except as permitted by Section 6.03, the Board of Directors of the Company has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s 's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Shareholder Approval"). This Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by ' rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)'s shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and approved the execution, delivery transactions contemplated hereby and performance by (iii) unanimously adopted the Company of Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the consummation transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this AgreementAgreement are within the corporate powers of the Company and, including except for the Offer Company Shareholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock approving and adopting this Agreement is the Mergeronly vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (the “Company Shareholder Approval”). 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 (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the requirements “Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Delaware Law, Directors of the Company unanimously adopted resolutions (iiii) resolved determining that this Agreement and the Merger shall transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company and its shareholders, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Merger), (iii) directing that this Agreement be governed by Section 251(h) submitted to a vote at a meeting of Delaware Law the Company’s shareholders, and (iv) resolved, subject to Section 7.03, to recommend that recommending approval and adoption of this Agreement (including the stockholders of Merger) by the Company tender their Shares into the Offer Company’s shareholders (such recommendation, the “Company Board Recommendation”). Except as permitted by Section 6.02, the Board of Directors of the Company has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of has all requisite corporate power and authority to enter into this Agreement and the consummation by the Company of to perform its obligations hereunder and to consummate the transactions contemplated hereby are within (including the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the CompanyMerger). The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) by the Company have been duly authorized by all necessary corporate action on the part of the Company. The adoption of this Agreement by the affirmative vote (or consent) of the holders of a majority of the outstanding shares of Class A Stock has been obtained in the form of the Company Stockholder Written Consent and is the only action, vote or approval of the holders of any of the Company’s capital stock necessary to adopt this Agreement and approve the consummation of the Merger and the other the transactions contemplated by this AgreementAgreement (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, including assuming due authorization, execution and delivery by Parent and Merger Subsidiary, this Agreement constitutes the Offer legal, valid and binding agreement of the Merger, Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). (b) By resolutions duly adopted by a unanimous vote at a meeting of all directors of the requirements of Delaware LawCompany duly called and held, and not subsequently rescinded or modified in any way, the Company Board has: (iiii) resolved determined that this Agreement and the Merger shall transactions contemplated hereby (including the Merger), upon the terms and subject to the conditions set forth herein, are fair to and in the best interests of the Company and the Company’s stockholders; (ii) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated hereby (including the Merger) upon the terms and subject to the conditions set forth herein; (iii) directed that this Agreement be governed by Section 251(h) submitted to a vote of Delaware Law the Company’s stockholders for adoption, as promptly as practicable; and (iv) resolved, subject to Section 7.03, resolved to recommend that adoption of this Agreement by the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”)Company’s stockholders.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for obtaining the Company Stockholder Approval, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed Stock in favor of the approval and delivered adoption of this Agreement, and, assuming due authorization, execution and delivery by each Agreement (the “Company Stockholder Approval”) is the only vote of Parent and Merger Sub, this the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. This Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms terms, except (except insofar i) as such enforceability the same may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws similar laws of general applicability application relating to or affecting creditors’ rights, or and (ii) for the limitations imposed by general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))equity. (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than any affiliates of Parent, Merger Sub and their Affiliates), (ii) approved, adopted approved and declared advisable this Agreement and the transactions contemplated hereby, (iii) approved the execution, delivery and performance by adopted an amendment to the Company of Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement and the consummation by the Company of the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, resolved (subject to Section 7.03, 6.03) to recommend that the approval and adoption of this Agreement by its stockholders (other than any affiliates of the Company tender their Shares into the Offer Parent) (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the Escrow Agreement and the consummation by the Company of the transactions contemplated hereby and thereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Company’s Board of Directors on Directors. The affirmative vote of the part holders of (i) a majority of the outstanding Shares (if required by law), (ii) two-thirds of the outstanding shares of Company Common Stock (if required by law), and (iii) two-thirds the outstanding shares of each class of the Preferred Stock and the Redeemable Preferred are the only votes of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. The Company has duly executed and delivered received, prior to the date of this Agreement, andthe affirmative consent to the terms of this Agreement of at least two-thirds of the holders of outstanding shares of each class of Preferred Stock and the Redeemable Preferred. Subject to approval of this Agreement and the Escrow Agreement, upon signing, by the Stockholders of the Company, and assuming due authorization, execution and delivery by each of Parent the other parties hereto and Merger Subthereto, this Agreement constitutes a and the Escrow Agreement, upon signing, will constitute valid and binding agreement agreements of the Company, Company enforceable against the Company in accordance with its terms (their terms, except insofar as such the enforceability may be limited by bankruptcysubject to the effect, insolvencyif any, reorganizationof (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, receivership(ii) rules of law governing specific performance, conservatorshipinjunctive relief and other equitable remedies and (iii) the enforceability of provisions requiring indemnification in connection with the offering, arrangement, fraudulent conveyance, moratorium issuance or other Applicable Laws sale of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))securities. (b) At a meeting duly called and held, held the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously (with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ abstaining) determined that this Agreement is advisable, and that the transactions contemplated by this Agreement, including the Offer and the Merger, are Merger is fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub Stockholders and their Affiliates), (ii) approved, unanimously (with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ abstaining) approved and adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby are within the Company’s corporate powers and and, except for the required approval by the Company’s shareholders for the Common Stock Issuance, have been duly authorized by all necessary corporate action by the Board of Directors actions on the part of the Company. The only vote of the holders of any class or series of the Company’s share capital necessary to approve the transactions contemplated by this Agreement is the approval for the Common Stock Issuance by a majority of the total votes cast by holders of Common Stock on such proposal at a meeting at which a quorum is present (the “Company Shareholder Approval”). Each of this Agreement and the other Transaction Documents has been, or will be at the Closing, duly executed and delivered this Agreement, by the Company and, assuming the due authorization, execution and delivery by Buyer, each of Parent and Merger Sub, this Agreement and the other Transaction Documents constitutes a or will constitute at the Closing, legal, valid and binding agreement obligations of the Company, enforceable against the Company in accordance with its their respective terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the other Transaction Documents and the transactions contemplated by this Agreement, including the Offer hereby and the Merger, thereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)shareholders, (ii) approved, approved and adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of other Transaction Documents and the transactions contemplated by this Agreementhereby and thereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.035.03(b), to recommend that the stockholders approval of the Company tender their Shares into the Offer Common Stock Issuance by its shareholders (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of has all requisite corporate power and authority to enter into this Agreement and to consummate the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the other transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the . 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, including have been duly authorized by all necessary corporate action on the Offer part of the Company. Assuming the due authorization, execution and delivery of this Agreement by ▇▇▇▇▇▇ and Merger Sub, this Agreement constitutes a valid and binding agreement of the Merger, Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. (b) The Company Board at a duly held meeting has unanimously (i) determined that it is in the requirements best interests of Delaware Lawthe Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, and (iii) resolved that to recommend the Company adopt this Agreement and (the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof. (c) The only votes or actions of holders of capital stock of the Company, or any class or series of capital stock of the Company, necessary to adopt this Agreement is the approval of the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders affirmative vote of the holders of a majority of the outstanding shares of Company tender their Shares into the Offer Common Stock entitled to vote thereon, voting separately as a class (such recommendationvotes or actions, collectively, the “Company RecommendationStockholder Approval”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the Company Shareholder Approval in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed and delivered Stock in favor of approval of this Agreement, and, assuming Agreement is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (the “Company Shareholder Approval”). Assuming due authorization, execution and delivery by each of Parent and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rightsrights generally and general principles of equity). The Company does not have in effect any “poison pills”, shareholder rights plans or agreements, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))similar agreements. (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company and the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)shareholders, (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, and approved the execution, delivery and performance by the Company of this Agreement and (subject to receipt of the Company Shareholder Approval) the consummation by the Company of the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law, and (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.036.03, to recommend that approval and adoption of this Agreement by the stockholders holders of the Company tender their Shares into the Offer Stock (such recommendationrecommendation in the preceding clause (iii), the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated Transactions are within the Company’s corporate power and authority and, except for the required approval of the Company’s shareholders in connection with the implementation of the Scheme, have been duly authorized by this all necessary corporate action on the part of the Company. The affirmative approval of the Scheme by the holders of more than seventy-five percent (75%) of the outstanding Company Ordinary Shares (the “Company Shareholder Approval”) is the only vote of the holders of any of the Company’s share capital necessary in connection with the consummation of the Transactions. This Agreement, including assuming due authorization, execution and delivery by P▇▇▇▇▇ and Merger Sub, constitutes a valid and binding agreement of the Offer and Company, enforceable against the Merger, Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or any other similar Law affecting creditors’ rights generally or by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (collectively, the requirements “Enforceability Limitations”). (b) The Company Board has determined that, on the basis of Delaware Lawthe information at the disposal of the Company Board and having regard to the Pre-Final Fairness Opinion, (iii) resolved that this Agreement the Company Board considers the Scheme and the Merger shall be governed by Section 251(h) terms of Delaware Law the Transactions as fair and (iv) resolved, subject reasonable to Section 7.03, the Company Shareholders and in the best interests of the Company and the Company Shareholders and intends to recommend that the stockholders Company Shareholders vote in favor of all shareholder resolutions required by the Company to implement the Transactions (together with the recommendation of the Company tender their Shares into Independent Board that the Offer (such recommendationshareholders of the Company approve the Scheme, being referred to as the “Company Board Recommendation”). As of the date hereof, none of the actions described in the immediately preceding sentence has been amended, rescinded or modified in any respect.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company Parent of this Agreement and the consummation by the Company Parent of the transactions contemplated hereby by this Agreement and the Scheme of Arrangement are within the Company’s corporate powers and authority of Parent and, except for the Parent Stockholder Approval, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the CompanyParent. The Company Parent Stockholder Approval is the only vote of the Parent Stockholders or the holders of any other Equity Securities of Parent necessary in connection with this Agreement and the Scheme of Arrangement and the consummation by Parent of the transactions contemplated by this Agreement and the Scheme of Arrangement. This Agreement has been duly executed and delivered this Agreement, and, by ▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement the Company) constitutes a valid valid, legal and binding agreement of the Company, Parent enforceable against the Company Parent in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating subject to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the The Parent Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined unanimously resolved that the entry by Parent into this Agreement and the transactions contemplated by this Agreementimplementation of the Transaction, including including, subject to obtaining the Offer and Parent Stockholder Approval, TABLE OF CONTENTS​​​ the Mergerdelivery to the Scheme Shareholders of Parent Common Stock in connection therewith, are fair to and is in the best interests of Parent and the Company’s stockholders (other than ParentParent Stockholders, Merger Sub and their Affiliates)declared it advisable to enter into this Agreement and to consummate the transactions contemplated hereby, including the Transaction, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreementhereby, including the Offer Transaction, and the Merger, in accordance with the requirements of Delaware Law, (iii) unanimously resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders of Parent Stockholders approve the Company tender their Shares into Parent Share Issuance at the Offer Parent Stockholder Meeting (such recommendation, recommendation referred to herein as the “Company Parent Board Recommendation”). Except, with respect to clause (iii) of the preceding sentence, as permitted by Section 7.02, the Company Board has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company Cardiac of this Agreement and the consummation by the Company Cardiac of the transactions contemplated hereby are within the Company’s Cardiac's corporate powers and and, except for the Cardiac Stockholder Approval, have been duly authorized by all necessary corporate action action. Without limiting the generality of the foregoing, the only vote of the holders of any class or series of capital stock of Cardiac required by Law to approve this Agreement, the Cardiac Merger and/or any of the other transactions contemplated hereby is the affirmative vote (the "Cardiac Stockholder Approval") of the holders of a majority of the outstanding Cardiac Common Shares in favor of the adoption and approval of this Agreement and the Cardiac Merger. Cardiac's Board of Directors on has (a) determined that this Agreement and the part transactions contemplated hereby, including the Cardiac Merger, are in the best interests of Cardiac and its stockholders, (b) approved this Agreement and the transactions contemplated hereby, including for purposes of rendering Section 203 of the CompanyDGCL inapplicable to this Agreement and the Cardiac Merger and (c) resolved (subject to Section 7.4) to recommend to such stockholders that they vote in favor of adopting and approving this Agreement and the Cardiac Merger in accordance with the terms hereof. The Company has duly executed Assuming that this Agreement constitutes the valid and delivered this Agreement, and, assuming due authorization, execution and delivery by each binding obligation of Parent and Merger SubCardiac, this Agreement constitutes a valid and binding agreement of the CompanyCardiac, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to bankruptcy, insolvency, reorganization, receivershipmoratorium and similar Laws, conservatorshipnow or hereafter in effect, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by ' rights and remedies and to general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”))equity. (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and and, solely with respect to the consummation of the Merger, subject to the receipt of the Requisite Company Vote (unless the Merger is consummated in accordance with Section 253 of the Delaware Law), the consummation by the Company of the transactions contemplated hereby Transactions are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company has duly executed Assuming due and delivered this Agreement, and, assuming due authorization, valid execution and delivery by each other Party hereto and either the Requisite Company Vote is received or the Merger is consummated in accordance with Section 253 of Parent and Merger Subthe Delaware Law as contemplated in Section 8.03, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) The Company Special Committee has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interests of, the Company and the Unaffiliated Public Stockholders, (b) determined that this Agreement is advisable and in the best interests of the Company and the Unaffiliated Public Stockholders and (c) recommended that the Company Board of Directors approve and authorize this Agreement and the Transactions, including the Offer and the Merger in accordance with Delaware Law (such resolutions, the “Company Special Committee Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way. (c) At a meeting duly called and held, or acting by unanimous written consent, the Company Board of Directors (upon acting on the unanimous recommendation of the Company Special Committee) has (i) determined that this Agreement and the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are fair to to, and in the best interests of of, the Company’s stockholders (other than Parent, Merger Sub Company and their Affiliates)the Unaffiliated Public Stockholders, (ii) approved, adopted and declared advisable approved this Agreement and approved the execution, delivery and performance thereof by the Company of this Company, declared the Agreement advisable and approved the consummation by the Company of the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that recommended the stockholders of the Company tender their Shares into accept of the Offer and, if required by applicable Law, vote in favor of the approval and adoption of this Agreement and the Transactions, including the Offer and the Merger, in each case on the terms and subject to the conditions set forth in this Agreement, (iv) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company unless the Merger is consummated in accordance with Section 253 of the Delaware Law as contemplated in Section 8.03 and (v) resolved and that the Merger shall be consummated as soon as practicable (such recommendation, the “Company Board Recommendation”), and such approvals are sufficient such that the restrictions on business combinations set forth in Section 203(a) of the Delaware Law and any similar anti-takeover law to which the Company is subject shall not apply to this Agreement, the Merger or the other transactions contemplated hereby. As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way. The Company has obtained all necessary consents to include the fairness opinion of Marula Capital, LLC in its entirety in the Schedule 14D-9 and Company Schedule 13E-3, and the Schedule 14D-9 and Company Schedule 13E-3 shall include such fairness opinion and a description of such fairness opinion and the financial analyses relating to the applicable fairness opinion that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (d) In the event that Section 253 of the Delaware Law is inapplicable and unavailable to effectuate the Merger, (i) the Requisite Company Vote will be the only vote of the holders of any class or series of the capital stock of the Company necessary to approve and adopt this Agreement, the Merger and the Transactions and (ii)the Company shall provide to all holders of record of Shares (other than Parent or any Subsidiary of Parent) as of the record date for voting at the Company Stockholders Meeting a copy of the Schedule 14D-9 and other relevant information and consummate the Merger pursuant to the provisions of Section 251 of the Delaware Law. In the event that the Merger is effectuated pursuant to Section 253 of the Delaware Law, no vote of the holders of any class or series of the capital stock of the Company is necessary to approve and adopt this Agreement, the Merger and the transactions contemplated by this Agreement.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and and, except for the approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company has duly executed and delivered this Agreement, and, assuming 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 (the “Company Stockholder Approval”). Assuming the due authorization, execution and delivery by each of Parent and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Company’s Board of Directors (upon the unanimous recommendation “Board of the Special CommitteeDirectors”) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, hereby are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer hereby and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) unanimously resolved, subject to Section 7.036.04(b), to recommend that the adoption of this Agreement by its stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the performance by the Company of has full corporate power and authority to execute and deliver this Agreement and to consummate the consummation by Merger and the Company of the other transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board to perform each of Directors on the part of the Companyits obligations hereunder. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other Applicable Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub and their Affiliates), (ii) approved, adopted and declared advisable this Agreement 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 hereby have been duly and validly authorized by the Board of Directors of the Company. Except for the approval of this AgreementAgreement by a simple majority of the Ordinary Shares present, including in person or by proxy, at a meeting of Company shareholders called for such purpose (the Offer “Requisite Shareholder Vote”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. The Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, at a duly held meeting has (i) determined that the Merger and this Agreement are fair to and in the best interests of the Company and its shareholders, (ii) approved the Merger, in accordance with the requirements execution, delivery and performance of Delaware Lawthis Agreement and the consummation of the transactions contemplated hereby, and (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders Company shareholders approve this Agreement and directed that such matter be submitted for consideration of the shareholders of the Company tender their Shares into at the Offer Company Shareholder Meeting. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due 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 recommendationenforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the “Company Recommendation”).enforcement of creditors’ rights generally and general equitable principles. Table of Contents

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by Company has all requisite corporate power and authority to execute and deliver this Agreement are consummated in accordance with Section 251(hand to perform and consummate the Merger and the Transaction. (b) of Delaware Law, Except for the performance by the Company adoption of this Agreement and the consummation approval of the Merger by the Company affirmative vote of the transactions contemplated hereby are within holders of a majority of the Company’s corporate powers outstanding shares of Common Stock in accordance with the terms of the DGCL, the Company Certificate, the bylaws of the Company and the Securityholders’ Agreement, dated as of October 14, 2003, by and among the Company and certain stockholders named therein (the “Requisite Stockholder Approval”), the execution and delivery of this Agreement, and performance and consummation of the Merger and the Transactions have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. The Company Requisite 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 Transactions. This Agreement has been duly executed and delivered this Agreement, and, assuming due authorization, execution by the Company and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcyand conditions, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or other subject to Applicable Laws of general applicability application relating to or affecting creditors’ rightsbankruptcy, or by principles insolvency and the relief of debtors and Applicable Laws governing the availability of specific performance, injunctive relief and other equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). (bc) At a meeting duly called and held, the The Board of Directors (upon the unanimous recommendation of the Special Committee) Company has unanimously (i) determined that approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and (ii) determined that the Merger is in the best interests of the Company’s stockholders of Company and is on terms that are fair to such stockholders, and (other than Parent, Merger Sub and their Affiliates), (iiiii) approved, adopted and declared advisable this Agreement and approved recommended that the execution, delivery and performance by the stockholders of Company of approve this Agreement and the consummation Merger. The actions taken by the Board of Directors of Company constitute approval of the Merger, this Agreement, the Voting Agreement and the other transactions contemplated hereby by the Board of Directors of Company under the provisions of Section 203 of the DGCL such that the restrictions on “business combinations” as set forth in Section 203 of the DGCL do not apply to this Agreement or the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, to recommend that the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Recommendation”)hereby.

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company Acquiror of this Agreement and the consummation by the Company Acquiror of the transactions contemplated hereby are within the Companycorporate power of Acquiror and, except for the required approval of Acquiror’s corporate powers and stockholders in connection with the issuance of Acquiror Stock as part of the Acquisition Consideration, have been duly authorized by all necessary corporate action by the Board of Directors on the part of the CompanyAcquiror. The Company has duly executed and delivered affirmative vote of the holders of shares of Acquiror Stock having votes representing a majority of the votes cast by all such shares, voting to approve the issuance of Acquiror Stock in connection with the Acquisition (the “Acquiror Stockholder Approval”), is the only vote of the holders of any of Acquiror’s capital stock necessary in connection with the consummation of the transactions contemplated by this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this . This Agreement constitutes a valid and binding agreement of the CompanyAcquiror, enforceable against the Company Acquiror in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the Acquiror’s Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and the MergerAcquisition, are fair to and in the best interests of the CompanyAcquiror and Acquiror’s stockholders (other than Parent, Merger Sub and their Affiliates)stockholders, (ii) approved, adopted unanimously approved and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer hereby and the Merger, in accordance with the requirements of Delaware Law, (iii) unanimously resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and (iv) resolved, subject to Section 7.03, 7.05(b) to recommend that Acquiror’s stockholders grant the stockholders of the Company tender their Shares into the Offer Acquiror Stockholder Approval (such recommendation, the “Company Acquiror Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, the and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action by the Board of Directors on the part of the Company. No vote of the holders of any class or series of capital stock of the Company are necessary to adopt this Agreement or approve or consummate the transactions contemplated hereby (including the Offer and the Merger). The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, moratorium or and other Applicable Laws of general applicability relating to or laws affecting creditors’ rights, or by rights generally and general principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)equity). (b) At a meeting duly called and held, the board of directors of the Company (the “Board of Directors (upon the unanimous recommendation of the Special CommitteeDirectors”) has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent, Merger Sub Company and their Affiliates)its stockholders, (ii) approved, adopted and declared advisable this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law, Law (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and that the Merger shall be consummated as soon as practicable following the Acceptance Time and (iv) resolved, subject to Section 7.037.03(b), to recommend that the stockholders of the Company tender their Shares into the Offer (such recommendation, the “Company Board Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way.