Common use of Corporate Power and Authority Clause in Contracts

Corporate Power and Authority. (a) SES has all requisite company power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. SES and each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. (a) SES Each of the GE Entities and Parent has all requisite company corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. SES Each of the GE Entities and each of its Affiliates which will be a party to the Ancillary Agreements have Parent has all requisite corporate or other power, as the case may be, power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES each of the GE Entities and Parent and the consummation by SES each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto GE Entities and Parent and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be been duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholdersGE Entities and Parent, and no additional corporate action or corporate proceeding on the part of SES the GE Entities is necessary to authorize the execution, delivery and performance by SES the GE Entities of this the Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of SESeach of the GE Entities and Parent, enforceable against SES each of the GE Entities and Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as each of the Closing, GE Entities and will constitute the legal, valid and binding obligations of SES and such Affiliates which are a party theretoeach of the GE Entities, enforceable against each such Person of the GE Entities in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to the entry of the BCA Approval Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to the entry of the Disclosure Statement Order, the BCA Approval Order, the BCA Consummation Approval Order and the Confirmation Order, to perform each of its Affiliates other obligations hereunder and (ii) subject to the entry of the Confirmation Order, to enter into, execute and deliver the Registration Rights Agreement and all other agreements to which it will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements contemplated by this Agreement and the other agreementsPlan (this Agreement, documents the Registration Rights Agreement and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument collectively, the “Transaction Agreements”) and to be entered into after perform its obligations under each of the date hereof and Transaction Agreements (other than this Agreement). Subject to the transaction contemplated thereby, willreceipt of the foregoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to the entry of the Disclosure Statement Order, the BCA Approval Order, the BCA Consummation Approval Order and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Orders, as applicable, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of each other Debtor party thereto, and no other corporate proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary Subject to approve this Agreement or any Ancillary Agreement or the consummation by SES of any entry of the transactions contemplated hereby or therebyDisclosure Statement Order, except for (i) the affirmative vote BCA Approval Order, the BCA Consummation Approval Order, and the Confirmation Order, each of the holders of a majority Company and the other Debtors has the requisite corporate power and authority to perform its obligations under the Plan, and has taken all necessary corporate actions required for the due consummation of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) Plan in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)its terms.

Corporate Power and Authority. (a) SES Each Credit Party has all requisite company the corporate or other applicable power and authority to enter into execute, deliver and deliver this Agreement perform the terms and to consummate the transactions contemplated hereby. SES and provisions of each of its Affiliates the Documents to which will be a it is party to the Ancillary Agreements have and has taken all requisite necessary corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary applicable action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated herebyeach of such Documents. This Agreement Each Credit Party has been duly executed and delivered by SES each of the Documents to which it is party, and each of such Documents constitutes the legal, valid and binding obligation of SES, such Credit Party enforceable against SES such Credit Party in accordance with its terms, except as enforcement to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding at equity or at law). The Ancillary Agreements and In addition, (i) the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as board of directors of the Closing, constitute Parent (the legal, valid and binding obligations “Board of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at lawDirectors”). (ba) A has the corporate and other applicable power to authorize the appointment of an independent committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors (the “Independent Committee”) for the purposes of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of approving the transactions contemplated hereby by the Credit Documents and thereby. (cb) No affirmative vote of any holder of shares of SES capital stock is has taken all necessary corporate and other applicable action to (I) approve this Agreement or any Ancillary Agreement or the consummation by SES of any appointment of the transactions contemplated hereby or thereby, except for Independent Committee and (iII) appoint the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) Independent Committee and (ii) the affirmative vote Independent Committee (a) has the corporate and other applicable power to authorize and approve the Credit Documents to which the Parent is a party, the execution and delivery by the Parent of such Credit Documents to which the Parent is a party, and the performance by the Parent of its obligations thereunder and (b) has unanimously determined that each of the holders of two-thirds transactions contemplated by the Credit Documents is in the best interests of the outstanding shares Parent and its shareholders and authorized and approved the Credit Documents to which the Parent is a party, the execution and delivery by the Parent of SES present or duly represented (such Credit Documents to which the “Capital Reduction Required Vote”Parent is a party, and together with the Redemption Required Vote, performance by the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board Parent of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)its obligations thereunder.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority to enter into into, execute, and deliver this Agreement and each other agreement, document, and instrument to consummate the transactions contemplated hereby. SES and each of its Affiliates which it will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to which it will execute and deliver in connection with the Ancillary Agreements transactions contemplated by this Agreement (this Agreement and the such other agreements, documents documents, and instruments to be executed and delivered to collectively, the GE Entities by it in connection with this Agreement or the Ancillary Agreements “Transaction Agreements”) and, subject to receipt of the Requisite Stockholder Approval, and the filing and acceptance of the Charter Amendment (each as defined below), to perform its obligations hereunder and thereunder, including the issuance of the Rights, the issuance of the Offered Shares (including the Backstop Acquired Shares), the issuance of the PIPE Shares, the issuance of the Rollover Shares, entering into the Amended and Restated Credit Agreement on the terms and conditions contained in the Commitment Letter, and the payment of Purchaser Fees and Expenses. Subject to receipt of the Requisite Stockholder Approval, and the filing and acceptance of the Charter Amendment, the Company has taken all necessary corporate action required for the due authorization of the Transaction Agreements, including the issuance of the Rights and the Offered Shares (including the Backstop Acquired Shares), the PIPE Shares, the Rollover Shares and the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery terms and performance of this Agreement by SES and the consummation by SES conditions of the transactions contemplated hereby, and Debt Financing as set forth in the execution, delivery and performance Commitment Letter. Based upon the recommendation of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf Alternative Transaction Committee of the Board of Directors of SES with respect (the “Alternative Transaction Committee”), the Board has determined to the approval of this Agreement and the Ancillary Agreements and the consummation recommend that stockholders of the transactions contemplated hereby and thereby. (c) No affirmative Company vote in favor of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote issuance and sale of (A) the Offered Shares upon the exercise of the holders of a majority of Rights at the outstanding shares of SES present or duly represented Subscription Price to raise the Aggregate Offering Amount in the Rights Offering; (B) the Backstop Acquired Shares to the Purchasers pursuant to Backstop Commitments in accordance with this Agreement, (C) the PIPE Shares at the Subscription Price to raise the Aggregate Investment Amount in the PIPE Transaction, (D) the Rollover Shares pursuant to the Debt Conversion in accordance with this Agreement (the “Redemption Required VoteShare Issuance Proposal”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and ); (ii) the affirmative vote adoption of the holders of two-thirds of the outstanding shares of SES present or duly represented an amendment (the “Capital Reduction Required VoteCharter Amendment”) to the amended and restated certificate of incorporation to increase the authorized number of shares of Common Stock to 10,000,000,000 shares (the “Amended Certificate Proposal”), (iii) a reverse stock split of the shares of Common Stock with a ratio of 100 to 1, which split may be effected by the Board no earlier than one (1) business day following the Closing and no later than forty-five (45) calendar days following the Closing (the “Reverse Split Proposal”), and together with (iv) the Redemption Required Voteelection of the New Board Members (as defined below) to the Board effective at Closing (the “Board Election Proposal”) (the preceding clauses (i) through (iv), collectively, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required ResolutionsTransaction Proposals”).

Corporate Power and Authority. (a) SES Each of the Debtors has all or, to the extent executed in the future, shall have when executed, the requisite company corporate power and authority to enter into into, execute and deliver this Agreement, the Plan, and the other Transaction Agreements to which it will be a party as contemplated by this Agreement and the Plan and, (i) subject to entry of the BCA Approval Order, to perform BCA Approval Obligations, (ii) subject to entry of the Plan Solicitation Order, to perform its obligations under the Rights Offering Procedures, including issuance of the Rights and (iii) subject to entry of the Confirmation Order, to perform its other obligations hereunder and under the Plan and to consummate the transactions Rights Offering contemplated hereby. SES hereunder and each by the Rights Offering Procedures, including the issuance of its Affiliates which will be a party the Rights, the Rights Offering Shares pursuant to the Ancillary Agreements have all requisite corporate or other powerRights Offering and the Investor Shares, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreementstransactions contemplated hereby and thereby. Subject to receipt of the foregoing Orders, documents and instruments to be executed and delivered the each of the Debtors has or, to the GE Entities by it extent executed in connection with this Agreement or the Ancillary Agreements andfuture, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersshall have when executed, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by taken all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on required for the part of SES is necessary to authorize the due authorization, execution, delivery and performance by SES it of this Agreement and the consummation by it other Transaction Agreements, including the issuance of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes Rights, the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements Rights Offering Shares pursuant to the Rights Offering and the Investor Shares, and no other agreements, documents and instruments to be executed and delivered to corporate proceedings on the GE Entities in connection with this Agreement part of such Debtor are or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve authorize this Agreement or any Ancillary Agreement of the other Transaction Agreements or the consummation by SES of any of to consummate the transactions contemplated hereby or thereby, except for . (ib) the affirmative vote Each of the holders of Debtors’ Subsidiaries has or, to the extent executed in the future, shall have when executed the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such Subsidiary is a majority party and, subject to entry of the outstanding shares Confirmation Order, to perform its obligations thereunder. Each of SES present the Debtors’ Subsidiaries has or, to the extent executed in the future, shall have when executed, taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of each Transaction Agreement to which such Subsidiary is a party. (c) Prior to the execution by the Debtors and filing with the Bankruptcy Court of the Plan, the Company and each of the other Debtors executing the Plan will have the requisite power and authority (corporate or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”otherwise) to approve resolutions execute the Plan and to authorize file the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance Plan with the law of 10 August 1915Bankruptcy Court and, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote subject to entry of the holders of two-thirds Confirmation Order, to perform its obligations thereunder, and will have taken all necessary actions (corporate or otherwise) required for the due authorization, execution, delivery and performance by it of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Plan.

Corporate Power and Authority. (a) SES The Purchaser has (or will have prior to execution thereof) all requisite company corporate power and authority to enter into execute and deliver this Agreement, the Merger Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or the Merger Agreement or to be executed by the Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the "Purchaser Documents"), and to consummate the transactions contemplated hereby. SES hereby and each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, execution and delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions Purchaser Documents by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto Purchaser and the consummation of the transactions contemplated thereby, have been, or, with respect to by this Agreement and the Ancillary Agreements and any such other agreements, documents or instrument Purchaser Documents to be entered into after effected by the date hereof Purchaser have been (or will be prior to execution and the transaction contemplated thereby, will, as of the Closing, be delivery thereof) duly authorized by all necessary corporate action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated herebyPurchaser. This Agreement has and each of the Purchaser Documents have been (or will be) duly executed and delivered by SES the Purchaser and, assuming the due authorization, execution and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited delivery by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents parties hereto and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closingthereto, constitute the (or will constitute when executed) legal, valid and binding obligations of SES and such Affiliates which are a party theretothe Purchaser, enforceable against each such Person the Purchaser in accordance with their respective terms, except as enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally of debtor relief and by general principles of equity (regardless of whether considered in a proceeding at equity or at law)equity. (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee Merger Sub has full all requisite corporate power and authority to act on behalf enter into the Merger Agreement and to consummate the Merger contemplated thereby. The execution and delivery of the Board of Directors of SES with respect to the approval of this Merger Agreement and the Ancillary Agreements by Merger Sub and the consummation of the Merger and other transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is thereby to be effected by Merger Sub have been duly authorized by all necessary to approve this Agreement or any Ancillary Agreement or corporate action on the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).part of

Corporate Power and Authority. (a) SES Each of the Debtors has all the requisite company power and authority (corporate or otherwise) (i) (A) subject to entry of the Rights Offering Approval Order, the Confirmation Order, and any other applicable orders of the Bankruptcy Court, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES Rights Offering Approval Obligations and (B) subject to entry of the Rights Offering Approval Order, the Confirmation Order, and any other applicable orders of the Bankruptcy Court, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other powerRights Offering Approval Order, as the case may beConfirmation Order, and authority to execute and deliver the Ancillary Agreements and the any other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval applicable orders of the Required Resolutions by the Required Vote of SES shareholdersBankruptcy Court, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES of Plan (this Agreement, the transactions contemplated herebyPlan, and the executionDisclosure Statement, delivery and performance of the Ancillary Agreements and debtor-in-possession credit agreement for the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument DIP Facility to be entered into after in accordance with the date hereof DIP Orders, the Exit Facilities, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively with the transaction contemplated therebyRestructuring Support Agreement, willthe “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). Subject to the receipt of the foregoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote thereby have been or will be duly authorized by all requisite corporate action on behalf of any holder the Debtors and no other corporate proceedings on the part of shares of SES capital stock is the Debtors are or will be necessary to approve authorize this Agreement or any Ancillary Agreement of the other Transaction Agreements or the consummation by SES of any of to consummate the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. (ai) SES has all requisite company power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. SES and each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board Boards of Directors of SESSurety and Surety Bank have duly approved this Plan, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Merger Agreements and the transactions contemplated hereby and thereby and have authorized the execution and delivery of this Plan and the Merger Agreements by Surety and Surety Bank. Surety and Surety Bank have full power, authority and legal right to enter into such agreements and, upon approval of such agreements by regulatory authorities having jurisdiction in the premises, to consummate the transactions contemplated hereby and thereby. Such committee has full power The making and authority to act on behalf of the Board of Directors of SES with respect to the approval performance of this Agreement and Plan, the Ancillary Merger Agreements and the consummation of the transactions contemplated hereby and therebythereby in accordance with such agreements will not conflict with the Articles of Association or bylaws of Surety or Surety Bank. (cii) No affirmative vote On or before the Closing Date, the Board of any holder Directors of shares Newco will have duly approved this Plan, the Merger Agreements and the transactions contemplated hereby and thereby and will have authorized the execution and delivery of SES capital stock is necessary this Plan and the Merger Agreements by Newco. Newco will have full power, authority and legal right to approve enter into such agreements and, upon approval of such agreements by regulatory authorities having jurisdiction in the premises, to consummate the transactions contemplated hereby and thereby. The making and performance of this Agreement or any Ancillary Agreement or Plan, the Merger Agreements and the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) thereby in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together such agreements will not conflict with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board Articles of Directors to reduce SES’s share capital as a result Incorporation or bylaws of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Newco.

Corporate Power and Authority. (a) SES has all The Company has, subject to entry of the EBA Approval Order and the Confirmation Order, the requisite company corporate power and authority (i) (A) to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES EBA Approval Obligations and (B) to perform each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, obligations hereunder and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, (ii) subject to the approval entry of the Required Resolutions by the Required Vote of SES shareholdersPlan Solicitation Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES Agreement, the Plan Support Agreement, the Registration Rights Agreement, the DIP Facility, the Exit Credit Facilities, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, as they may from time to time be amended in accordance with their terms, collectively, the consummation by SES “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote thereby have been or will be duly authorized by all requisite corporate action on behalf of any holder the Company, and no other corporate authorizations or consents on the part of shares of SES capital stock is the Company are or will be necessary to approve authorize this Agreement or any Ancillary Agreement of the other Transaction Agreements or the consummation by SES of any of to consummate the transactions contemplated hereby or thereby, except for . (ib) the affirmative vote Subject to entry of the holders of a majority EBA Approval Order, the Plan Solicitation Order, and the Confirmation Order, each of the outstanding shares of SES present Debtors other than the Company has the requisite power and authority (corporate or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”otherwise) to approve resolutions enter into, execute and deliver each Transaction Agreement to which such other Debtor is contemplated to be a party and to perform its obligations thereunder. Subject to entry of the EBA Approval Order, the Plan Solicitation Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite organizational action on behalf of each such other Debtor party thereto, and no other organizational authorizations or consents on the part of any such other Debtor party thereto are or will be necessary to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote this Agreement or any of the holders of two-thirds of other Transaction Agreements or to consummate the outstanding shares of SES present transactions contemplated hereby or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)thereby.

Corporate Power and Authority. (a) SES Clorox has all requisite company corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. SES Clorox and each of its Affiliates which that will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES Clorox and the consummation by SES Clorox of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES Clorox and each of its Affiliates which that is, or or, as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction transactions contemplated thereby, will, as of the Closing, be duly authorized by all necessary corporate action or proceeding on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated herebyPerson. This Agreement has been duly executed and delivered by SES Clorox and constitutes the legal, valid and binding obligation of SESClorox, enforceable against SES Clorox in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereafter in effect relating to or affecting creditors’ rights generally generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at equity law or at lawin equity). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will will, as of the Closing, be duly executed and delivered by SES Clorox and its Affiliates which that are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES Clorox and such Affiliates which are a party theretoAffiliates, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereafter in effect relating to or affecting creditors’ rights generally generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at equity law or at lawin equity). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the Approval Order and the Confirmation Order, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other powerApproval Order, as the case may beDisclosure Statement Order, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersConfirmation Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote Notwithstanding the foregoing, the Company makes no express or implied representations or warranties, on behalf of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement itself or the consummation by SES of any of other Debtors, with respect to actions (including in the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”foregoing) to approve resolutions to authorize be undertaken by the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance Reorganized Debtors, which such actions shall be governed by with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Plan.

Corporate Power and Authority. (a) SES has all The Company has, and each of NSNCo and New Seadrill will have as applicable, (i) the requisite company corporate power and authority (A) to enter into into, execute and deliver this Agreement and (B) subject to consummate entry of the transactions contemplated hereby. SES and Confirmation Order, to perform each of its Affiliates other obligations hereunder (including payment of the Commitment Fee, the Equity Purchaser Cash Fee and each Commitment Party’s Expenses) and the Restructuring Support and Lock-Up Agreement (except for such obligations that are specified in each such agreement as becoming effective immediately upon the execution by the Company Parties, which in each case the requisite power and authority shall not be subject to entry of the Confirmation Order) and (ii) at the time such actions are taken, will be a party to have the Ancillary Agreements have all requisite corporate or other power, as the case may be, power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements andauthority, subject to the approval entry of the Required Resolutions by the Required Vote of SES shareholdersConfirmation Order, to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by the this Agreement and the Plan and to perform its obligations under each of the Definitive Documents (other than this Agreement). The executionCompany has taken, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which isNew Seadrill and NSNCo will have taken at the time of execution and delivery of any agreement contemplated by this Agreement, or as of the Closing, will be, a party thereto Definitive Documents and the consummation of the transactions contemplated therebyPlan to which it is a party, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on required for the part of SES is necessary to authorize the due authorization, execution, delivery and performance by SES them of this Agreement, including the issuance and offering of the Debt Subscription Rights, Equity Subscription Rights, New Secured Notes and the Equity Securities and all other agreements to which they are or will be party as contemplated by this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements Definitive Documents and the other Plan (such agreements, documents and instruments to be executed and delivered to collectively, the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law“Transaction Agreements”). (b) A committee Subject to entry of SES duly appointed by the Board Confirmation Order, each of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and other Debtors has the transactions contemplated hereby and thereby. Such committee has full requisite corporate power and authority to act on behalf enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Board of Directors of SES with respect to Confirmation Order, the approval execution and delivery of this Agreement and each of the Ancillary Agreements other Definitive Documents and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote thereby have been or will be duly authorized by all requisite corporate action on behalf of each other Debtor party thereto, and no other proceedings on the part of any holder of shares of SES capital stock is other Debtor party thereto are or will be necessary to approve authorize this Agreement or any Ancillary Agreement of the other Definitive Documents or the consummation by SES of any of to consummate the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. (a) SES Each of the Company Entities has all requisite company the corporate power and authority to enter into own, lease and deliver this Agreement operate its properties and assets and to consummate carry on its business as currently being conducted. The Company has the transactions contemplated hereby. SES and each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of this Agreement and the Required Resolutions Merger by the Required Vote of SES shareholdersits stockholders, to perform its obligations under this Agreement and to consummate the transactions contemplated therebyMerger. The execution, delivery and performance by the Company of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be herein has been duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or and no other corporate proceeding on the part of SES action is necessary to authorize other than the execution, delivery and performance by SES approval of this Agreement and the consummation Merger by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law)stockholders. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SESDirectors, at a meeting duly called and held, duly adopted resolutions (i) approving this Agreement and the Ancillary Agreements transactions contemplated hereby, (ii) determining that the terms of this Agreement are fair to and in the best interest of the Company’s stockholders, (iii) declaring the advisability of this Agreement and (iv) resolving to recommend acceptance of this Agreement and the transactions contemplated hereby and therebyto the Company’s stockholders, which resolutions, subject to the Board of Directors’ rights set forth in Section 5.4, have not been subsequently rescinded, modified or withdrawn in any way. Such committee has full power and authority to act on behalf of The action taken by the Board of Directors of SES with respect to the Company constitutes approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby herein by the Board of Directors of the Company under the provisions of Section 203 of the DGCL, and thereby. (c) No affirmative vote of any holder of shares of SES capital stock no other state takeover statute is necessary applicable to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby herein or thereby, except for (i) the this Agreement. The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of SES present or duly represented Company Common Stock in favor of the adoption of this Agreement (the “Redemption Required VoteStockholder Approval”) at a duly convened and validly held extraordinary general meeting of SES shareholders (is the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative only vote or approval of the holders of two-thirds any securities of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM any Company Entity that is necessary to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)adopt this Agreement.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) subject to entry of the PPA and BCA Approval Order, to enter into into, execute and deliver this Agreement, and to perform its obligations under Section 9.5(b) hereunder, subject to the terms and conditions set forth in this Agreement and (ii) subject to entry of the PPA and BCA Approval Order, the Disclosure Statement Order and the Confirmation Order, to perform the PPA and BCA Approval Obligations and to consummate the transactions contemplated hereby. SES herein and each of its Affiliates in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). Subject to the Ancillary Agreements have all requisite corporate or other powerreceipt of the foregoing Orders, as applicable, the case may be, execution and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Each of the other Debtors has the requisite power and authority (corporate or otherwise) subject to entry of the PPA and BCA Approval Order, the Disclosure Statement Order, and the Confirmation Order, to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the PPA and BCA Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote Notwithstanding the foregoing, the Company makes no express or implied representations or warranties, on behalf of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement itself or the consummation by SES of any of other Debtors, with respect to actions (including in the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”foregoing) to approve resolutions to authorize be undertaken by the SES Board of Directors to redeem Reorganized Company, which such actions shall be governed by the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Plan.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) to enter into into, execute and deliver this Agreement and to consummate the transactions contemplated hereby. SES and each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may beAgreement, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, (ii) subject to the approval of Disclosure Statement Order, and the Required Resolutions by the Required Vote of SES shareholdersConfirmation Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver the Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES of Plan (this Agreement, the transactions contemplated herebyRestructuring Support Agreement, the Registration Rights Agreement and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument collectively, the “Transaction Agreements”) and to be entered into after perform its obligations under each of the date hereof and Transaction Agreements (other than this Agreement). Subject to the transaction contemplated thereby, willreceipt of the foregoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of each other Debtor party thereto, and no other corporate proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary Subject to approve this Agreement or any Ancillary Agreement or the consummation by SES of any entry of the transactions contemplated hereby or therebyConfirmation Order, except for (i) the affirmative vote each of the holders of a majority Company and the other Debtors has the requisite corporate power and authority to perform its obligations under the Plan, and has taken or shall take all necessary corporate actions required for the due consummation of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) Plan in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)its terms.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the BCA Approval Order and the Confirmation Order and the terms thereof, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the BCA Approval Order and the Confirmation Order and the terms thereof, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other powerBCA Approval Order, as the case may bePlan Solicitation Order, and authority to execute and deliver the Ancillary Agreements Confirmation Order and the other agreements, documents DIP Order and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersterms thereof, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Plan (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, the DIP Credit Agreement, the Exit Facility, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and therebythereby have been or will be duly authorized by all requisite corporate action on behalf of the Company. (cb) No affirmative vote Subject to entry of any holder the BCA Approval Order, the Plan Solicitation Order, the Confirmation Order and the DIP Order and the terms thereof, each of shares the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of SES capital stock is necessary to approve the BCA Approval Order, the Plan Solicitation Order, the Confirmation Order and the DIP Order and the terms thereof, the execution and delivery of this Agreement or any Ancillary Agreement or and each of the other Transaction Agreements and the consummation by SES of any of the transactions contemplated hereby and thereby have been or thereby, except for will be duly authorized by all requisite action (icorporate or otherwise) the affirmative vote on behalf of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)each other Debtor party thereto.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority to enter into into, execute, and deliver this Agreement and each other agreement, document, and instrument to consummate the transactions contemplated hereby. SES and each of its Affiliates which it will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to which it will execute and deliver in connection with the Ancillary Agreements transactions contemplated by this Agreement (this Agreement and the such other agreements, documents documents, and instruments to be executed and delivered to collectively, the GE Entities by it in connection with this Agreement or the Ancillary Agreements “Transaction Agreements”) and, subject to the receipt of stockholder approval of the Required Resolutions by the Required Vote of SES shareholdersRights Offering Proposals (as defined below), to consummate perform its obligations hereunder and thereunder, including the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES issuance of the transactions contemplated herebyRights, the issuance of the Offered Shares (including the Backstop Acquired Shares), and the execution, delivery and performance payment of the Ancillary Agreements and the other agreements, documents and instruments ▇▇▇▇▇▇▇ Transaction Expenses. Subject to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the receipt of stockholder approval of the Required Resolutions Rights Offering Proposals, the Company has taken all necessary corporate action required for the due authorization of the Transaction Agreements, including the issuance of the Rights and the Offered Shares (including the Backstop Acquired Shares). Based upon the unanimous recommendation of the Special Committee, the Board has determined, with the two directors designated by the Required Vote of SES shareholders▇▇▇▇▇▇▇ abstaining, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES recommend that stockholders of the transactions contemplated hereby, Company vote in favor of (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the execution, delivery and performance authorized number of shares of the Ancillary Agreements Company’s Common Stock from 105,000,000 to 1,100,000,000 shares; (ii) the issuance and sale of the other agreements, documents Offered Shares upon the exercise of the Rights at the Subscription Price to raise the Aggregate Offering Amount in the Rights Offering; (iii) the issuance and instruments sale of the Backstop Acquired Shares to be executed and delivered ▇▇▇▇▇▇▇ pursuant to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES Backstop Commitment in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity this Agreement; (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered iv) an amendment to the GE Entities in connection with this Agreement or Company’s Amended and Restated Certificate of Incorporation to permit the Ancillary Agreements at the Closing will be duly executed and delivered Company’s stockholders to take action by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity written consent; (regardless of whether considered in a proceeding at equity or at law). (bv) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect an amendment to the approval Company’s Amended and Restated Certificate of this Agreement and Incorporation to permit the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of Company’s stockholders that hold a majority of the Company’s outstanding shares Common Stock to request that the Company call a special meeting; (vi) an amendment to the Company’s Amended and Restated Certificate of SES present Incorporation to permit the Company’s stockholders holding a majority of the Company’s outstanding Common Stock to remove directors with or duly represented without cause; (vii) an amendment to the “Redemption Required Vote”Company’s Amended and Restated Certificate of Incorporation to permit the Company’s stockholders holding a majority of the Company’s outstanding Common Stock to amend or repeal the Company’s Amended and Restated Certificate of Incorporation or any provision thereof; (viii) at an amendment to the Company’s Amended and Restated Certificate of Incorporation to permit the Company’s stockholders holding a duly convened majority of the Company’s outstanding common stock to amend or repeal the Company’s Second Amended and validly held extraordinary general meeting Restated Bylaws or any provision thereof; (ix) an amendment to the Company’s Amended and Restated Certificate of SES shareholders Incorporation to designate the courts in the state of Delaware as the exclusive forum for all legal actions; (x) an amendment to the “EGM”) Company’s Amended and Restated Certificate of Incorporation to approve resolutions to authorize opt-out of Section 203 of the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) Delaware General Corporation Law; and (iixi) an amendment to the affirmative vote Company’s Amended and Restated Certificate of Incorporation to renounce any interest or expectancy of the holders of two-thirds of the outstanding shares of SES present Company in, or duly represented in being offered an opportunity to participate in, any business opportunity that is presented to ▇▇▇▇▇▇▇ or its directors, officers, shareholders, or employees (the “Capital Reduction Required Vote”(i) through (xi) above, and together with the Redemption Required Votecollectively, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required ResolutionsRights Offering Proposals”).

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the Approval Order and the Confirmation Order, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other powerApproval Order, as the case may bePlan Solicitation Order, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersConfirmation Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver the Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES of Plan (this Agreement, the transactions contemplated herebyPlan, and the executionDisclosure Statement, delivery and performance of the Ancillary Agreements and Restructuring Support Agreement, the other agreementsRegistration Rights Agreement, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or debtor-in-possession credit agreement for the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument DIP Facility to be entered into after in accordance with the date hereof DIP Credit Agreement and the transaction contemplated therebyDIP Orders, willthe Exit Facility, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). Subject to the receipt of the foregoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote thereby have been or will be duly authorized by all requisite corporate action on behalf of any holder the Company, and no other corporate proceedings on the part of shares of SES capital stock is the Company are or will be necessary to approve authorize this Agreement or any Ancillary Agreement of the other Transaction Agreements or the consummation by SES of any of to consummate the transactions contemplated hereby or thereby, except for . (ib) the affirmative vote Subject to entry of the holders of a majority Approval Order, the Plan Solicitation Order, and the Confirmation Order, each of the outstanding shares of SES present other Debtors has the requisite power and authority (corporate or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”otherwise) to approve resolutions enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order, the Plan Solicitation Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote this Agreement or any of the holders of two-thirds of other Transaction Agreements or to consummate the outstanding shares of SES present transactions contemplated hereby or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)thereby.

Corporate Power and Authority. (a) SES has Buyer and the Designated Buyers have all requisite company corporate power and authority to enter into and deliver this Agreement and and, subject to receiving the Required Antitrust Approvals, to consummate the transactions contemplated herebyby this Agreement. SES Buyer and each of its Affiliates the Designated Buyers which will be a party to the Ancillary Agreements have has all requisite corporate or other similar power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES Buyer and the consummation by SES Buyer of the transactions contemplated herebyby this Agreement, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES Buyer and each of its Affiliates which isthe Designated Buyers party thereto, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, hereby and thereby have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be been duly authorized by all necessary corporate or similar action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated herebyPerson. This Agreement has been (and on the Closing Date, each of the Ancillary Agreements will be) duly and validly executed and delivered by SES Buyer and each of the Designated Buyers to the extent it is a party thereto and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by each Seller and each of their respective Affiliates to the extent it is a party, and each of this Agreement and such other agreements constitutes (or, in the case of agreements executed after the date of this Agreement, will be once executed) a legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements Buyer and the other agreements, documents and instruments to be executed and delivered Designated Buyers to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, extent it is a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party hereto or thereto, enforceable against each such Person in accordance with their respective its terms, except as enforcement may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or similar laws affecting creditors’ ' rights generally and by to general principles of equity (regardless of whether considered in a proceeding at equity or at law)principles. (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. (a) SES The Seller has all requisite company corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated herebyhereby (including the Reorganization and the Organizational Restructuring). SES The Seller and each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES the Seller and the consummation by SES it of the transactions contemplated herebyhereby (including the Reorganization and the Organizational Restructuring), and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES the Seller and each of its Affiliates which is, or as of the Closing, will be, is a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be been duly authorized by all necessary action on the part of each such Person and, except for Person. No vote or approval of the Required Resolutions by the Required Vote stockholders of the SES shareholders, no additional corporate action or corporate proceeding on Seller is required for the part of SES is necessary Seller to authorize the execution, delivery enter into and performance by SES of deliver this Agreement and or the consummation by it of Ancillary Agreements or for the Seller to consummate the transactions contemplated herebyhereby (including the Reorganization and the Organizational Restructuring). This Agreement has been duly executed and delivered by SES the Seller and constitutes the legal, valid and binding obligation of SESthe Seller, enforceable against SES the Seller in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES the Seller and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, will constitute the legal, valid and binding obligations of SES the Seller and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. (a) SES ▇▇▇▇▇▇ and each of its Subsidiaries that is or will be a party to the Transaction Agreements has all requisite company corporate power and authority to enter into and deliver this Agreement the Transaction Agreements and to consummate the transactions contemplated hereby. SES and each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement and the Tax Matters Agreement by SES each of ▇▇▇▇▇▇ and the Company and the consummation by SES each of ▇▇▇▇▇▇ and the Company of the transactions contemplated herebyhereby and thereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Transaction Agreements by SES ▇▇▇▇▇▇ and each of its Affiliates which Subsidiaries that is, or or, as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary other Transaction Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction transactions contemplated thereby, will, as of the Closing, be duly authorized by all necessary action or proceeding on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES Person. Each of this Agreement and the consummation by it of the transactions contemplated hereby. This Tax Matters Agreement has been duly executed and delivered by SES each of ▇▇▇▇▇▇ and the Company and constitutes the legal, valid and binding obligation of SESeach of ▇▇▇▇▇▇ and the Company, enforceable against SES such Person in accordance with its terms, terms (except as enforcement enforceability may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and generally, or by general principles governing the availability of equity equitable remedies (regardless of whether considered in a proceeding at equity or at lawcollectively, the “Enforceability Exceptions”)). The Ancillary other Transaction Agreements and will, as of the other agreementsClosing, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES ▇▇▇▇▇▇ and each of its Affiliates which are, Subsidiaries that is or are is specified to be, be a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES ▇▇▇▇▇▇ and each such Affiliates which are a party theretoSubsidiary, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by subject to the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and therebyEnforceability Exceptions. Such committee The Station Subsidiary has full all requisite corporate power and authority to act on behalf consummate the Reorganization, and the undertaking of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation Reorganization has been, or will be as of the transactions contemplated hereby and therebyClosing, duly authorized by all necessary action or proceedings on the part of such Person. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the BCA Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the BCA Approval Order and the Confirmation Order, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other powerBCA Approval Order, as the case may bePlan Solicitation Order, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersConfirmation Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES of Plan (this Agreement, the transactions contemplated herebyPlan, and the executionDisclosure Statement, delivery and performance of the Ancillary Agreements and Restructuring Support Agreement, the other agreements, documents and instruments to be executed and delivered to debtor-in-possession credit agreement for the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument DIP Facility to be entered into after in accordance with the date hereof DIP Orders, the Exit Facility, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the transaction contemplated thereby, will“Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). Subject to the receipt of the foregoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote thereby have been or will be duly authorized by all requisite corporate action on behalf of any holder the Company, and no other corporate proceedings on the part of shares of SES capital stock is the Company are or will be necessary to approve authorize this Agreement or any Ancillary Agreement of the other Transaction Agreements or the consummation by SES of any of to consummate the transactions contemplated hereby or thereby, except for . (ib) the affirmative vote Subject to entry of the holders of a majority BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, each of the outstanding shares of SES present other Debtors has the requisite power and authority (corporate or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”otherwise) to approve resolutions enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote this Agreement or any of the holders of two-thirds of other Transaction Agreements or to consummate the outstanding shares of SES present transactions contemplated hereby or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)thereby.

Corporate Power and Authority. (a) SES Each of the Company and MPM has all the requisite company corporate power and authority (i) (A) subject to entry of the BCA Approval Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the BCA Consummation Approval Order and the Confirmation Order, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements BCA Consummation Approval Order and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersConfirmation Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver the Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Plan (this Agreement, the Plan, the Disclosure Statement, the RSA, any documentation or agreements relating to the Emergence Credit Facilities, the Registration Rights Agreement and such other agreements and any plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote thereby have been or will be duly authorized by all requisite corporate action on behalf of any holder the Company and MPM, and no other corporate proceedings on the part of shares of SES capital stock is the Company or MPM are or will be necessary to approve authorize this Agreement or any Ancillary Agreement of the other Transaction Agreements or the consummation by SES of any of to consummate the transactions contemplated hereby or thereby, except for . (ib) the affirmative vote Subject to entry of the holders of a majority BCA Consummation Approval Order and the Confirmation Order, each of the outstanding shares of SES present other Debtors has the requisite power and authority (corporate or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”otherwise) to approve resolutions enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the BCA Consummation Approval Order and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote this Agreement or any of the holders of two-thirds of other Transaction Agreements or to consummate the outstanding shares of SES present transactions contemplated hereby or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)thereby.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the Backstop Commitment Agreement Approval Order and the Confirmation Order and the terms thereof, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the Backstop Commitment Agreement Approval Order and the Confirmation Order and the terms thereof, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other powerBackstop Commitment Agreement Approval Order, as the case may beDisclosure Statement Order, and authority to execute and deliver the Ancillary Agreements Confirmation Order and the other agreements, documents DIP Order and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersterms thereof, to consummate the transactions contemplated thereby. The executionherein and by the Restructuring Support Agreement, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Restructuring Support Agreement (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, the DIP Credit Agreements, the Exit Facility, the Registration Rights Agreement and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement thereby have been or any Ancillary Agreement or the consummation will be duly authorized by SES of any all requisite corporate action on behalf of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Company.

Corporate Power and Authority. (a) SES has all requisite company power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. SES and each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES each of the transactions contemplated herebyOmimex Group, and all other agreements by and among the executionparties related herewith, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated herebyhereby and thereby, have been duly authorized by all requisite corporate action and no further action or approval is required in order to permit each of the Omimex Group to consummate the transactions contemplated hereby and thereby. This Agreement has been duly constitutes, and all other agreements by and among the parties related herewith, when executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its termsthe terms thereof, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party theretoeach of the Omimex Group, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited for the Equitable Exceptions. Each member of the Omimex Group has full power, authority and legal right to enter into this Agreement, and all other agreements by applicable bankruptcyand among the parties related herewith, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. Such committee has full power The making and authority to act on behalf of the Board of Directors of SES with respect to the approval performance of this Agreement Agreement, and all other agreements by and among the Ancillary Agreements parties related herewith, and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) thereby in accordance with the law terms hereof and thereof will not (a) conflict with the Certificate of 10 August 1915, as amended, on commercial companies (Incorporation or the “Companies’ Act”) and (ii) the affirmative vote Bylaws of each of the holders Omimex Group, (b) result in any breach or termination of, or constitute a default under, or constitute an event that with notice or lapse of two-thirds time, or both, would become a default under, or result in the creation of any Encumbrance upon any of the outstanding shares OPI Assets under, or create any rights of SES present termination, cancellation or duly represented acceleration in any person under, any OPI Contract, or violate any order, writ, injunction or decree, to which each of the Omimex Group is a party, by which any of the OPI Assets, business or operations of each of the Omimex Group may be bound or affected or under which any of the OPI Assets receive benefits, (c) result in the “Capital Reduction Required Vote”loss or adverse modification of any OPI material permits, and together with licenses or concessions or (d) result in the Redemption Required Voteviolation of any provisions of law applicable to OPI, the “Required Vote”) at violation of which could have an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result OPI Material Adverse Effect on any of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Omimex Group.

Corporate Power and Authority. (a) SES Each Seller has all requisite company corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated herebyby this Agreement, subject only, with respect to the sale by Parent of its direct and indirect interest in the Analytical Technologies Business pursuant to the provisions of this Agreement, to approval by the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the votes cast by holders of common shares of Parent (a "Share" or, collectively, the "Shares") present in person or by proxy and entitled to vote on such matter at the Shareholders Meeting duly called and held for such purpose with the quorum requirement for such vote being no less than twenty-five percent (25%) of the Shares outstanding (the "Requisite Vote"). SES Each Seller and each of its Affiliates which that will be a party to the Ancillary Agreements have has all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements Agreements, and, subject to the approval of receiving the Required Resolutions by the Required Vote of SES shareholdersAntitrust Approvals, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES Sellers and the consummation by SES Sellers of the transactions contemplated herebyby this Agreement, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES Parent and each of its Affiliates which is, or as of the Closing, will be, that is a party thereto and the consummation of the transactions contemplated hereby and thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be been duly authorized by all necessary corporate or other similar action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated herebyPerson. This Agreement has been (and on the Closing Date, each of the Ancillary Agreements will be) duly and validly executed and delivered by SES each Seller and each of its Affiliates to the extent it is a party thereto and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by each of Buyer and the Designated Buyers to the extent it is a party, each of this Agreement and such other agreements constitutes (or, in the case of agreements executed after the date of this Agreement, will be once executed) a legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES Parent and its Affiliates which are, or are specified to be, the extent it is a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party hereto or thereto, enforceable against each such Person in accordance with their respective its terms, except as enforcement may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or similar laws affecting creditors’ ' rights generally and by to general principles of equity principles. The AB Joint Venture Agreements constitute all agreements (regardless of whether considered in a proceeding at equity or at law)other than de minimis exceptions) that govern the relationship between Parent, on the one hand, and Life Tech, on the other hand relating to the Analytical Technologies Business. The PE Joint Venture Agreements constitute all agreements (other than de minimis exceptions) that govern the relationship between Parent, on the one hand, and PerkinElmer Inc., on the other hand, relating to the Analytical Technologies Business. (b) A committee of SES duly appointed by the Board of Directors of SESSubject only to Section 7.26(b), at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative board of directors of Parent (x) has unanimously determined that the transactions contemplated by this Agreement are fair to the Shareholders and are in the best interests of Parent, and (y) has unanimously resolved to recommend that Shareholders vote in favor of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915Shareholder Resolution, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote each member of the holders board of two-thirds directors of Parent has advised Parent that he or she intends to vote all Shares held by such director in favor of the outstanding shares of SES present or duly represented (Shareholder Resolution and will, accordingly, so represent in the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Proxy Circular.

Corporate Power and Authority. (a) SES Each of the Purchasers has all requisite company corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. SES Each of the Purchasers and each of its their respective Affiliates which will be a party to the Ancillary Agreements have has all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, EXECUTION COPY -------------- documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES the Purchasers and the consummation by SES the Purchasers of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its the Purchasers and their respective Affiliates which is, or as of the Closing, will be, is a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be been duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated herebyPerson. This Agreement has been duly executed and delivered by SES each Purchaser and constitutes the legal, valid and binding obligation of SESeach Purchaser, enforceable against SES each Purchaser in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES the Purchasers and its their respective Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, will constitute the legal, valid and binding obligations of SES the Purchasers and such their respective Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to the entry of the BCA Consummation Approval Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to the entry of the BCA Consummation Approval Order and the Confirmation Order, to perform each of its Affiliates other‌ obligations hereunder and (ii) subject to the entry of the Confirmation Order, to enter into, execute and deliver the Registration Rights Agreement and all other agreements to which it will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements contemplated by this Agreement and the other agreementsPlan (this Agreement, documents the Registration Rights Agreement and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument collectively, the “Transaction Agreements”) and to be entered into after perform its obligations under each of the date hereof and Transaction Agreements (other than this Agreement). Subject to the transaction contemplated thereby, willreceipt of the foregoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to the entry of the BCA Consummation Approval Order and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Orders, as applicable, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of each other Debtor party thereto, and no other corporate proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary Subject to approve this Agreement or any Ancillary Agreement or the consummation by SES of any entry of the transactions contemplated hereby or therebyBCA Consummation Approval Order and the Confirmation Order, except for (i) the affirmative vote each of the holders of a majority Company and the other Debtors has the requisite corporate power and authority to perform its obligations under the Plan, and has taken all necessary corporate actions required for the due consummation of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) Plan in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)its terms.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) subject to entry of the PPA and BCA Approval Order, to enter into into, execute and deliver this Agreement and to consummate the transactions contemplated hereby. SES and each of perform its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements andobligations under Section 9.5(b) hereunder, subject to the approval terms and conditions set forth in this Agreement and (ii) subject to entry of the Required Resolutions by PPA and BCA Approval Order, the Required Vote of SES shareholdersDisclosure Statement Order, and the Confirmation Order, to perform the PPA and BCA Approval Obligations and to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Each of the other Debtors has the requisite power and authority (corporate or otherwise) subject to entry of the PPA and BCA Approval Order, the Disclosure Statement Order and the Confirmation Order, to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the PPA and BCA Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote Notwithstanding the foregoing, the Company makes no express or implied representations or warranties, on behalf of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement itself or the consummation by SES of any of other Debtors, with respect to actions (including in the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”foregoing) to approve resolutions to authorize be undertaken by the SES Board of Directors to redeem Reorganized Company, which such actions shall be governed by the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Plan.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the Approval Order and the Confirmation Order, to perform each of its Affiliates other obligations hereunder and (ii) subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, to consummate the sale of New Second Lien PIK Toggle Notes that is contemplated herein, and to enter into, execute and deliver all agreements to which it will be a party that are required to implement this Agreement and the sale of the New Second Lien PIK Toggle Notes collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). Subject to the Ancillary Agreements have all requisite corporate or other powerreceipt of the foregoing Orders, as applicable, the case may be, execution and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote Notwithstanding the foregoing, the Company makes no express or implied representations or warranties, on behalf of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement itself or the consummation by SES of any of other Debtors, with respect to actions (including in the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”foregoing) to approve resolutions to authorize be undertaken by the SES Board of Directors to redeem Reorganized Debtors, which such actions shall be governed by the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Plan.

Corporate Power and Authority. (a) SES Each of NFP and Subcorp has all requisite company corporate power and authority to enter into and deliver this Agreement and, in the case of NFP, the Management Agreement, Administrative Services Agreement and the Lock-Up Agreements and any other agreement or document entered into in connection herewith or therewith, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. SES by this Agreement, and each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as in the case may beof NFP, and authority to execute and deliver the Ancillary Management Agreement, Administrative Services Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated therebyLock-Up Agreements. The execution, execution and delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated herebyAgreement, and in the executioncase of NFP, delivery and performance of the Ancillary Agreements and Management Agreement, the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Administrative Services Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed Lock-Up Agreements, and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium any other agreement or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities document entered into in connection with this Agreement herewith or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which aretherewith, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote , as the case may be, have been duly authorized by all necessary corporate action on the part of any holder each of shares NFP and Subcorp and by NFP in its capacity as the sole stockholder of SES capital stock is Subcorp, and no other corporate or stockholder proceedings on the party of NFP or Subcorp are necessary to approve this Agreement or in the case of NFP, the Management Agreement and the Lock-Up Agreements, or any Ancillary Agreement other agreement or the consummation by SES of any of document entered into in connection herewith or therewith, or to consummate the transactions contemplated hereby or and thereby, except for (i) as the affirmative vote case may be. This Agreement, and any other agreement or document entered into in connection herewith, has been duly and validly executed and delivered by each of NFP and Subcorp, and, assuming the due authorization, execution and delivery of the holders other parties hereto or thereto, constitutes the legal, valid and binding obligations of a majority each of the outstanding shares NFP and Subcorp, enforceable against each of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) them in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the law availability of 10 August 1915specific performance and other equitable remedies. Upon the execution and delivery thereof, as amendedthe Management Agreement, on commercial companies (the “Companies’ Act”) Administrative Services Agreement and (ii) the affirmative vote Lock-Up Agreements will, assuming the due authorization, execution and delivery of the holders other parties thereto, constitute the legal, valid and binding obligation of two-thirds NFP, enforceable against NFP in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the outstanding shares availability of SES present or duly represented (the “Capital Reduction Required Vote”, specific performance and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)other equitable remedies.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the BCA Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the BCA Approval Order and the Confirmation Order, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other powerBCA Approval Order, as the case may bePlan Solicitation Order, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersConfirmation Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Plan (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, any debtor-in-possession credit agreement for the DIP Facility entered into in accordance with the DIP Orders, the Exit RBL Facility, the Exit Term Loans, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote thereby have been or will be duly authorized by all requisite corporate action on behalf of any holder the Company, and no other corporate proceedings on the part of shares of SES capital stock is the Company are or will be necessary to approve authorize this Agreement or any Ancillary Agreement of the other Transaction Agreements or the consummation by SES of any of to consummate the transactions contemplated hereby or thereby, except for . (ib) the affirmative vote Subject to entry of the holders of a majority BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, each of the outstanding shares of SES present other Debtors has the requisite power and authority (corporate or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”otherwise) to approve resolutions enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote this Agreement or any of the holders of two-thirds of other Transaction Agreements or to consummate the outstanding shares of SES present transactions contemplated hereby or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)thereby.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to the entry of the BCA Consummation Approval Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to the entry of the BCA Consummation Approval Order and the Confirmation Order, to perform each of its Affiliates other obligations hereunder and (ii) subject to the entry of the Confirmation Order, to enter into, execute and deliver the Registration Rights Agreement and all other agreements to which it will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements contemplated by this Agreement and the other agreementsPlan (this Agreement, documents the Registration Rights Agreement and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument collectively, the “Transaction Agreements”) and to be entered into after perform its obligations under each of the date hereof and Transaction Agreements (other than this Agreement). Subject to the transaction contemplated thereby, willreceipt of the foregoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to the entry of the BCA Consummation Approval Order and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Orders, as applicable, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of each other Debtor party thereto, and no other corporate proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary Subject to approve this Agreement or any Ancillary Agreement or the consummation by SES of any entry of the transactions contemplated hereby or therebyBCA Consummation Approval Order and the Confirmation Order, except for (i) the affirmative vote each of the holders of a majority Company and the other Debtors has the requisite corporate power and authority to perform its obligations under the Plan, and has taken all necessary corporate actions required for the due consummation of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) Plan in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)its terms.

Corporate Power and Authority. (a) SES Medtronic has all requisite company the unrestricted ----------------------------- corporate power and authority to enter into execute and deliver this Agreement and to consummate perform its obligations under this Agreement and no additional actions are required on the transactions contemplated herebypart of Medtronic, including shareholder approval. SES and each Medtronic has taken all corporate actions of its Affiliates which will be a party board that are required to authorize and approve the Ancillary Agreements have all requisite corporate or other power, as the case may be, execution and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with performance of this Agreement and there are no other actions required of it including, but not limited to, shareholder action required of any type to approve or authorize the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated therebyAgreement or its performance. The execution, delivery and performance by Medtronic of this Agreement by SES and the consummation by SES of the transactions contemplated herebyhereby has been duly and validly authorized and approved, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary requisite corporate action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated herebyMedtronic. This Agreement has been duly executed and delivered by SES Medtronic, and constitutes the legalconstitutes, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the such other agreements, documents agreements and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be contemplated hereby, when duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legalMedtronic will constitute, valid and binding obligations of SES and such Affiliates which are a party theretoMedtronic, enforceable against each such Person in accordance with their respective terms, terms except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and ***=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. or by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by judicial limitations on the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and right to specific performance. Neither the Ancillary Agreements and execution nor the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval delivery of this Agreement and the Ancillary Agreements and or such other agreements, nor the consummation of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms and thereby. provisions hereby or thereof by Medtronic will: (a) conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under any instrument, agreement, mortgage, security agreement, lease, judgment, order, award, decree or other instrument or restriction to which Medtronic is a party or by which Medtronic is bound or affected; (b) require any affirmative approval, consent, authorization or other order or action of any court, governmental authority, regulatory body, creditor or any other person; or (c) No affirmative vote give any party with rights under any such agreement, mortgage, security agreement, judgment, order, award, decree or other instrument or restriction the right to terminate, modify or otherwise change the rights or obligations of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Medtronic thereunder.

Corporate Power and Authority. (a) SES Each of the Company and Company Bank has all requisite company the full power and authority to enter into own or lease, and operate, all of its property and assets and to carry on its business as it is now being conducted. The Company has the requisite power and authority and is duly authorized to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject only to receipt of the Requisite Regulatory Approvals and the adoption and approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Requisite Company Vote”). (b) The Company has made available to Parent a complete and correct copy of the articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of the Company and Company Bank, the minute books of the Company and Company Bank and the share ledgers and share transfer books of the Company and Company Bank. SES Neither the Company nor Company Bank is in violation of any of the terms of such entity’s articles of incorporation, bylaws or equivalent organizational documents, each as amended to date. The minute books of the Company and each Company Bank contain records of its Affiliates which will be a party to the Ancillary Agreements have all requisite meetings held by, and all other corporate or other poweractions of, as the case may betheir respective shareholders, members or partners and authority to execute boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and deliver the Ancillary Agreements correct in all material respects. The equity ledgers and the other agreements, documents equity transfer books of the Company and instruments to be executed Company Bank contain complete and delivered to correct records of the GE Entities by it in connection with this Agreement or ownership of the Ancillary Agreements andequity securities of the Company and Company Bank, subject to any pending transfers of shares of Company Common Stock. (c) Subject only to the approval receipt of the Required Resolutions by the Required Vote of SES shareholdersRequisite Company Vote, to consummate this Agreement and the transactions contemplated therebyhereby have been authorized by all necessary corporate action of the Company and the Company Board on or prior to the date hereof. The executionAs of the date hereof, delivery the Company Board, by resolutions duly adopted at a meeting duly called and performance of held on or prior to the date hereof, has (i) determined that this Agreement by SES and the consummation by SES transactions contemplated hereby are fair to and in the best interests of the Company and its shareholders and declared the Integrated Mergers to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, (iii) recommended that the shareholders of the Company adopt and approve this Agreement and the transactions contemplated hereby, and (iv) directed that this Agreement be submitted for consideration and vote by the executionCompany’s shareholders (and such other Persons entitled to vote in respect of matters covered thereby) at the Company Meeting; and, delivery and performance except for the receipt of the Ancillary Agreements Requisite Company Vote in accordance with the NYBCL and the Company’s certificate of incorporation and bylaws, no other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement corporate or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action proceedings on the part of each such Person and, except for approval the Company or Company Bank (including any vote of the Required Resolutions by the Required Vote shareholders of the SES shareholdersCompany) is required by applicable Law, no additional corporate action the certificate of incorporation or corporate proceeding on bylaws of the part of SES is necessary Company, or otherwise to authorize the execution, delivery and performance by SES of approve this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement The Company has been duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by SES and Parent, this Agreement constitutes the legal, a valid and legally binding obligation of SESthe Company, enforceable against SES the Company in accordance with its terms, terms (except as enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Laws of general applicability relating to or similar laws affecting creditors’ rights generally and or by general equity principles (the “Enforceability Exceptions”)). (d) The Board of equity (regardless Directors of whether considered in a proceeding at equity or at law)Company Bank has adopted the Bank Merger Agreement. The Ancillary Agreements Company, as the sole shareholder of Company Bank, has approved the Bank Merger Agreement, and the other agreements, documents Bank Merger Agreement has been duly and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly validly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law)Company Bank. (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. (a) SES Clorox has all requisite company corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. SES Clorox and each of its Affiliates which that will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES Clorox and the consummation by SES Clorox of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES Clorox and each of its Affiliates which that is, or or, as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction transactions contemplated thereby, will, as of the Closing, be duly authorized by all necessary corporate action or proceeding on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated herebyPerson. This Agreement has been duly executed and delivered by SES Clorox and constitutes the legal, valid and binding obligation of SESClorox, enforceable against SES Clorox in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereafter in effect relating to or affecting creditors’ ' rights generally generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at equity law or at lawin equity). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will will, as of the Closing, be duly executed and delivered by SES Clorox and its Affiliates which that are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES Clorox and such Affiliates which are a party theretoAffiliates, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereafter in effect relating to or affecting creditors’ ' rights generally generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at equity law or at lawin equity). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. (a) SES has all The Company has, subject to entry of the EPCA Approval Order, the Order approving the Rights Offering Procedures and the Confirmation Order, the requisite company corporate power and authority (i) (A) to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES EPCA Approval Obligations and (B) to perform each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, obligations hereunder and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, (ii) subject to the approval entry of the Required Resolutions by the Required Vote of SES shareholdersDisclosure Statement Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement, the Rights Offering Procedures, the New Reorganized Debt, and such other agreements and any Plan Supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote thereby have been or will be duly authorized by all requisite corporate action on behalf of any holder the Company, and no other corporate proceedings on the part of shares of SES capital stock is the Company are or will be necessary to approve authorize this Agreement or any Ancillary Agreement of the other Transaction Agreements or the consummation by SES of any of to consummate the transactions contemplated hereby or thereby, except for . (ib) the affirmative vote Subject to entry of the holders of a majority EPCA Approval Order, the Disclosure Statement Order and the Confirmation Order, each of the outstanding shares of SES present other Debtors has the requisite power and authority (corporate or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”otherwise) to approve resolutions enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the EPCA Approval Order, the Disclosure Statement Order and the Confirmation Order, the execution and delivery of the Transaction Agreements to which such Debtor is party and the consummation of the transactions contemplated thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize the SES Board of Directors Transaction Agreements to redeem which such Debtor is party or to consummate the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)transactions contemplated thereby.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the BCA Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the BCA Approval Order and the Confirmation Order, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other powerBCA Approval Order, as the case may beDisclosure Statement Order, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersConfirmation Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Plan (this Agreement, the Plan, the Disclosure Statement, the Exit Facility and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the BCA Approval Order, the Disclosure Statement Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the BCA Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote Notwithstanding the foregoing, the Company makes no express or implied representations or warranties, on behalf of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement itself or the consummation by SES of any of other Debtors, with respect to actions (including in the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”foregoing) to approve resolutions to authorize be undertaken by the SES Board of Directors to redeem Company, which such actions shall be governed by the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Plan.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the BCA Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the BCA Approval Order and the Confirmation Order, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other powerBCA Approval Order, as the case may bePlan Solicitation Order, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersConfirmation Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Plan (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, the Exit Facility, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote Notwithstanding the foregoing, the Company makes no express or implied representations or warranties, on behalf of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement itself or the consummation by SES of any of other Debtors, with respect to actions (including in the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”foregoing) to approve resolutions to authorize be undertaken by the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance Reorganized Company, which such actions shall be governed by with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Plan.

Corporate Power and Authority. (a) SES Each of the Debtors has all the requisite corporate, limited liability company or other applicable power and authority (i) (A) subject to entry of the ECA Approval Order, the Confirmation Order, and any other applicable orders of the Bankruptcy Court, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES ECA Approval Obligations and (B) subject to entry of the ECA Approval Order, the Confirmation Order, and any other applicable orders of the Bankruptcy Court, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other powerECA Approval Order, as the case may bePlan Solicitation Order, the Confirmation Order, and authority to execute and deliver the Ancillary Agreements and the any other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval applicable orders of the Required Resolutions by the Required Vote of SES shareholdersBankruptcy Court, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver the Registration Rights Agreement and all other agreements that are required to implement this Agreement by SES Agreement, the Restructuring Term Sheet and the consummation by SES Plan and the obligations hereunder and thereunder (which, for the avoidance of doubt, shall include the Plan, the Disclosure Statement, the Registration Rights Agreement and any documentation or agreements relating to the Registration Rights Agreement, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively with the Restructuring Term Sheet, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote thereby have been or will be duly authorized by all requisite corporate action on behalf of any holder the Debtors and no other corporate proceedings on the part of shares of SES capital stock is the Debtors are or will be necessary to approve authorize this Agreement or any Ancillary Agreement of the other Transaction Agreements or the consummation by SES of any of to consummate the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) subject to entry of the BCA Approval Order, to enter into into, execute and deliver this Agreement Agreement, and (ii) subject to entry of the BCA Approval Order, the Disclosure Statement Order, and the Confirmation Order, to perform the BCA Approval Obligations and to consummate the transactions contemplated hereby. SES herein and each of its Affiliates in the Plan, to enter into, execute and deliver the Registration Rights Agreement and all other agreements to which it will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements contemplated by this Agreement and the other agreementsPlan (this Agreement, documents the Restructuring Support Agreement, the Registration Rights Agreement and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument collectively, the “Transaction Agreements”) and to be entered into after perform its obligations under each of the date hereof and Transaction Agreements (other than this Agreement). Subject to the transaction contemplated thereby, willreceipt of the foregoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the BCA Approval Order and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Orders, as applicable, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings (corporate or otherwise) on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary Subject to approve this Agreement or any Ancillary Agreement or the consummation by SES of any entry of the transactions contemplated hereby or therebyBCA Approval Order and the Confirmation Order, except for (i) the affirmative vote each of the holders of a majority Company and the other Debtors has the requisite power and authority (corporate or otherwise) to perform its obligations under the Plan, and has taken or shall take all necessary actions (corporate or otherwise) required for the due consummation of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) Plan in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)its terms.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the Approval Order and the Confirmation Order, to perform each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, obligations hereunder and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, (ii) subject to the approval entry of the Required Resolutions by the Required Vote of SES shareholdersConfirmation Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all other agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Plan (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, the Amended RBL Credit Agreement, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote thereby have been or will be duly authorized by all requisite corporate action on behalf of any holder the Company, and no other corporate proceedings on the part of shares of SES capital stock is the Company are or will be necessary to approve authorize this Agreement or any Ancillary Agreement of the other Transaction Agreements or the consummation by SES of any of to consummate the transactions contemplated hereby or thereby, except for . (ib) the affirmative vote Subject to entry of the holders of a majority Approval Order and the Confirmation Order, each of the outstanding shares of SES present other Debtors has the requisite power and authority (corporate or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”otherwise) to approve resolutions enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote this Agreement or any of the holders of two-thirds of other Transaction Agreements or to consummate the outstanding shares of SES present transactions contemplated hereby or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)thereby.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES Commitment Agreement Approval Obligations and (B) subject to entry of the Approval Order and the Confirmation Order, to perform each of its Affiliates other obligations hereunder and (ii) subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, to consummate the Investment that is contemplated herein, and to enter into, execute and deliver all agreements to which it will be a party that are required to implement this Agreement and the Investment (which, for the avoidance of doubt, shall include, without limitation, the Plan, the Plan Supplement, the Disclosure Statement, the Solicitation Materials, the Rights Offering Materials and the Rights Offering Procedures) (collectively, the “Transaction Agreements”), and to perform its obligations under each of the Transaction Agreements (other than this Agreement). Subject to the Ancillary Agreements have all requisite corporate or other powerreceipt of the foregoing Orders, as applicable, the case may be, execution and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote Notwithstanding the foregoing, the Company makes no express or implied representations or warranties, on behalf of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement itself or the consummation by SES of any of other Debtors, with respect to actions (including in the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”foregoing) to approve resolutions to authorize be undertaken by the SES Board of Directors to redeem Reorganized Debtors, which such actions shall be governed by the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Plan.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) subject to entry of the UPA Approval Order and, with respect to property in Canada, the corresponding Recognition Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES UPA Approval Obligations and each (ii) subject to entry of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other powerUPA Consummation Approval Order, as the case may beConfirmation Order, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholderscorresponding Recognition Orders, to consummate the transactions contemplated thereby. The execution, delivery herein and performance of this Agreement by SES and in the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersPlan, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and perform each of its Affiliates other obligations hereunder, to enter into, execute and deliver each Plan-Related Document, each Rights Offering Document, each Reorganized Holdings Corporate Document and all other documents, agreements, certificates, supplements, and instruments referred to or contemplated herein or therein or hereunder or thereunder to which isit will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Plan-Related Documents, the Reorganized Holdings Corporate Documents, and such other documents, agreements, certificates, supplements, and instruments referred to or as contemplated herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Closing, will be, a party thereto and Transaction Agreements (other than this Agreement). Subject to the consummation receipt of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the UPA Consummation Approval Order, the Confirmation Order, and, with respect to property in Canada, the corresponding Recognition Orders, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the UPA Consummation Approval Order, the Confirmation Order, and the corresponding Recognition Orders, the execution and delivery of this Agreement and each of the other Transaction Agreements to which such other Debtor is a party and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary Subject to approve this Agreement or any Ancillary Agreement or the consummation by SES of any entry of the transactions contemplated hereby or therebyUPA Consummation Approval Order, except for (i) the affirmative vote Confirmation Order, and, with respect to property in Canada, the corresponding Recognition Orders, each of the holders of a majority Company and the other Debtors has the requisite corporate power and authority to perform its obligations under the Plan, and has taken all necessary corporate actions required for the due consummation of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) Plan in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)its terms.

Corporate Power and Authority. (a) SES Each of the Debtors has all or, to the extent executed in the future, shall have when executed, the requisite company corporate power and authority to enter into into, execute and deliver this Agreement, the Plan, and the other Transaction Agreements to which it will be a party as contemplated by this Agreement and the Plan and, (i) subject to entry of the BCA Approval Order, to perform BCA Approval Obligations, (ii) subject to entry of the Plan Solicitation Order, to perform its obligations under the Rights Offering Procedures, including issuance of the Rights and (iii) subject to entry of the Confirmation Order, to perform its other obligations hereunder and under the Plan and to consummate the Rights Offering contemplated hereunder and by the Rights Offering Procedures, including the issuance of the Rights, the Rights Offering Shares pursuant to the Rights Offering and the Investor Shares, and the other transactions contemplated hereby and thereby. Subject to receipt of the foregoing Orders, the each of the Debtors has or, to the extent executed in the future, shall have when executed, taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement and the other Transaction Agreements, including the issuance of the Rights, the Rights Offering Shares pursuant to the Rights Offering and the Investor Shares, and no other corporate proceedings on the part of such Debtor are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby. SES and each hereby or thereby. (b) Each of its Affiliates which will be a party the Debtors’ Subsidiaries has or, to the Ancillary Agreements extent executed in the future, shall have all when executed the requisite power and authority (corporate or other powerotherwise) to enter into, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments each Transaction Agreement to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements which such Subsidiary is a party and, subject to the approval entry of the Required Resolutions Confirmation Order, to perform its obligations thereunder. Each of the Debtors’ Subsidiaries has or, to the extent executed in the future, shall have when executed, taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of each Transaction Agreement to which such Subsidiary is a party. (c) Prior to the execution by the Required Vote Debtors and filing with the Bankruptcy Court of SES shareholdersthe Plan, the Company and each of the other Debtors executing the Plan will have the requisite power and authority (corporate or otherwise) to execute the Plan and to file the Plan with the Bankruptcy Court and, subject to entry of the Confirmation Order, to perform its obligations thereunder, and will have taken all necessary actions (corporate or otherwise) required for the due authorization, execution, delivery and performance by it of the Plan. (d) GGS Holdings, when organized by the Debtors, will have the requisite limited liability company power and authority, subject to entry of the Confirmation Order, to consummate the transactions contemplated thereby. The executionby this Agreement, delivery and performance of this Agreement by SES the Rights Offering Procedures and the consummation Plan, to enter into, execute and deliver all Transaction Agreements to which it will be a party as contemplated by SES of this Agreement, the transactions contemplated hereby, Rights Offering Procedures and the execution, delivery Plan and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of perform its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of obligations under each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law)Transaction Agreement. (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the BCA Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the BCA Approval Order and the Confirmation Order, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other powerBCA Approval Order, as the case may bePlan Solicitation Order, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersConfirmation Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Plan (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, any debtor-in-possession credit agreement for the DIP Facility entered into in accordance with the DIP Orders, the Exit RBL Facility, the Exit Term Loans, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote thereby have been or will be duly authorized by all requisite corporate action on behalf of any holder the Company, and no other corporate proceedings on the part of shares of SES capital stock is the Company are or will be necessary to approve authorize this Agreement or any Ancillary Agreement of the other Transaction Agreements or the consummation by SES of any of to consummate the transactions contemplated hereby or thereby, except for . 29 (ib) the affirmative vote Subject to entry of the holders of a majority BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, each of the outstanding shares of SES present other Debtors has the requisite power and authority (corporate or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”otherwise) to approve resolutions enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote this Agreement or any of the holders of two-thirds of other Transaction Agreements or to consummate the outstanding shares of SES present transactions contemplated hereby or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)thereby.

Corporate Power and Authority. (a) SES has all The Company has, subject to entry of the EPCA Approval Order and the Confirmation Order, the requisite company corporate power and authority (i) (A) to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES EPCA Approval Obligations and (B) to perform each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, obligations hereunder and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, (ii) subject to the approval entry of the Required Resolutions by the Required Vote of SES shareholdersDisclosure Statement Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement, the New Reorganized Debt, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote thereby have been or will be duly authorized by all requisite corporate action on behalf of any holder the Company, and no other corporate proceedings on the part of shares of SES capital stock is the Company are or will be necessary to approve authorize this Agreement or any Ancillary Agreement of the other Transaction Agreements or the consummation by SES of any of to consummate the transactions contemplated hereby or thereby, except for . (ib) the affirmative vote Subject to entry of the holders of a majority EPCA Approval Order, the Disclosure Statement Order and the Confirmation Order, each of the outstanding shares of SES present other Debtors has the requisite power and authority (corporate or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”otherwise) to approve resolutions enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the EPCA Approval Order, the Disclosure Statement Order and the Confirmation Order, the execution and delivery of the Transaction Agreements to which such Debtor is party and the consummation of the transactions contemplated thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize the SES Board of Directors Transaction Agreements to redeem which such Debtor is party or to consummate the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)transactions contemplated thereby.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) subject to entry of the Backstop Order, to enter into into, execute and deliver this Agreement, and (ii) subject to (A) entry of the Backstop Order, the Disclosure Statement Order and the Confirmation Order and (B) obtaining the necessary shareholders’ approval to effectuate the Restructuring Transactions set forth in the Plan and the necessary Board approval of the Designated Board Matters, to perform its obligations under this Agreement and the Backstop Order and to consummate the transactions contemplated hereby. SES herein and each of its Affiliates which will be a party to in the Ancillary Agreements have all requisite corporate or other power, as the case may be, Plan and authority to execute and deliver the Ancillary Agreements Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement and the other agreementsPlan (this Agreement, documents the Restructuring Support Agreement, the Registration Rights Agreement and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument collectively, the “Transaction Agreements”) and to be entered into after perform its other obligations under each of the date hereof Transaction Agreements (other than this Agreement). Subject to the receipt of the foregoing Orders and the transaction contemplated thereby, willapprovals, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to (i) entry of the Backstop Order, the Disclosure Statement Order, the Financing Order and the Confirmation Order, (ii) obtaining the necessary shareholders’ approval to effectuate the Restructuring Transactions set forth in the Plan and the necessary Board approval of the Designated Board Matters and (iii) obtaining the necessary shareholders’ approval by each of the other Debtors to effectuate the Restructuring Transactions set forth in the Plan, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Orders and approvals, as applicable, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of each other Debtor party thereto, and no other corporate proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary Subject to approve this Agreement or any Ancillary Agreement or the consummation by SES of any entry of the transactions contemplated hereby or thereby, except for Backstop Order and the Confirmation Order and to obtaining (i) the affirmative vote of necessary shareholders’ approval to effectuate the holders of a majority of Restructuring Transactions set forth in the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and Plan; (ii) the affirmative vote necessary Board approval of the holders of two-thirds Designated Board Matters; and (iii) the necessary shareholders’ approval by each of the outstanding shares other Debtors to effectuate the Restructuring Transactions set forth in the Plan, each of SES present or duly represented (the “Capital Reduction Required Vote”Company and the other Debtors has the requisite corporate power and authority to perform its obligations under the Plan, and together with has taken or shall take all necessary corporate actions required for the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result due consummation of the Redemption (the “Capital Reduction Required Resolutions”, and together Plan in accordance with the Redemption Required Resolutions, the “Required Resolutions”)its terms.

Corporate Power and Authority. (a) SES The Company has all requisite company corporate power and authority to enter into (i) execute and deliver this Agreement and to consummate perform its Prepetition Obligations and subject to entry of the transactions contemplated hereby. SES Backstop Order and Confirmation Order, perform each of its Affiliates Postpetition Obligations hereunder and (ii) enter into, execute and deliver the other Fundamental Implementation Agreements and all agreements, when entered into, to which it will be a party to as contemplated, hereby, thereby and by the Ancillary Agreements have all requisite corporate or other powerDefinitive Restructuring Documents (the Fundamental Implementation Agreements, as the case may be, Definitive Restructuring Documents and authority to execute and deliver the Ancillary Agreements and the such other agreements, documents collectively, the “Transaction Agreements”) and instruments to be executed perform its Prepetition Obligations and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval entry of the Required Resolutions by Backstop Order, the Required Vote Cash Collateral Orders and the Confirmation Order, as applicable, its Postpetition Obligations under each of SES shareholdersthe Transaction Agreements. Subject to the receipt of the foregoing Orders, no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or, when entered into, any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by Each Debtor Subsidiary has the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full requisite power and authority (corporate or otherwise) to act on behalf of the Board of Directors of SES with respect enter into, execute and deliver each Transaction Agreement to the approval which such Debtor Subsidiary is a party and to perform its obligations thereunder. The execution and delivery of this Agreement and each of the Ancillary other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby (subject to the entry of the Backstop Order, the Cash Collateral Orders and the Confirmation Order) have been or, when entered into, will be duly authorized by all requisite corporate action on behalf of each Debtor Subsidiary, and no other corporate proceedings on the part of any other Debtor Subsidiary is or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary Subject to approve this Agreement or any Ancillary Agreement or the consummation by SES of any entry of the transactions contemplated hereby or therebyBackstop Order and the Confirmation Order, except for (i) the affirmative vote each of the holders of a majority Company and the other Debtors has the requisite corporate power and authority to perform its obligations under the Plan, and has taken all necessary corporate actions required for the due consummation of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) Plan in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)its terms.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the Approval Order and the Confirmation Order, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other powerApproval Order, as the case may beDisclosure Statement Order, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersConfirmation Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement, and such other agreements and any Plan Supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party 17-13193-mew Doc 542-3 Filed 08/29/18 Entered 08/29/18 19:09:16 Exhibit C: A&R Commitment Agreement Pg 21 of 60 thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote Notwithstanding the foregoing, the Company makes no express or implied representations or warranties, on behalf of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement itself or the consummation by SES of any of other Debtors, with respect to actions (including in the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”foregoing) to approve resolutions to authorize be undertaken by the SES Board of Directors to redeem Reorganized Debtors, which such actions shall be governed by the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Plan.

Corporate Power and Authority. (a) SES has all requisite company power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. SES and each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES Sabacol, and all other agreements by and among the parties related herewith, and the consummation by SES them of the transactions contemplated herebyhereby and thereby, have been duly authorized by all requisite corporate action and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments no further action or approval is required in order to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, permit Sabacol to consummate the transactions contemplated hereby and thereby. The No approval by the stockholders of Saba is required for the execution, delivery and or performance of this Agreement by SES and the consummation by SES of the transactions contemplated herebySabacol. This Agreement constitutes, and all other agreements by and among the executionparties related herewith, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be when executed and delivered to in accordance with the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closingterms thereof, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery and performance by SES of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes constitute the legal, valid and binding obligation obligations of SESSabacol, enforceable against SES in accordance with its their terms, except as that (i) such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and by general principles (ii) the remedy of equity specific performance and injunctive relief are subject to certain equitable defenses and to the discretion of the court before which any proceedings may be brought (regardless of whether considered in a proceeding at equity or at lawcollectively, the "Equitable Exceptions"). The Ancillary Agreements Sabacol has full power, authority and legal right to enter into this Agreement, and all other agreements by and among the other agreementsparties related herewith, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and consummate the transactions contemplated hereby and thereby. Such committee has full power The making and authority to act on behalf of the Board of Directors of SES with respect to the approval performance of this Agreement Agreement, and all other agreements by and among the Ancillary Agreements parties related herewith, and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) thereby in accordance with the law terms hereof and thereof will not (a) conflict with the Certificate of 10 August 1915Incorporation or the Bylaws of Sabacol, as amended(b) result in any breach or termination of, on commercial companies (or constitute a default under, or constitute an event that with notice or lapse of time, or both, would become a default under, or result in the “Companies’ Act”) and (ii) the affirmative vote creation of any Encumbrance upon any of the holders Sabacol Assets under, or create any rights of two-thirds termination, cancellation or acceleration in any person under, any Sabacol Contract, or violate any order, writ, injunction or decree, to which Sabacol is a party, by which any of the outstanding shares Sabacol Assets, may be bound or affected or under which any of SES present the Sabacol Assets receive benefits, (c) result in the loss or duly represented adverse modification of any Sabacol material permits, licenses or concessions or (d) result in the “Capital Reduction Required Vote”, and together with the Redemption Required Voteviolation of any provisions of law applicable to Sabacol, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board violation of Directors to reduce SES’s share capital as which could have a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Sabacol Material Adverse Effect.

Corporate Power and Authority. (a) SES has all requisite company power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. SES and each of its Affiliates which will be a party to the Ancillary Agreements have all requisite corporate or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions all other agreements contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto hereby and the consummation of the transactions contemplated thereby, hereby have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be been duly authorized by all necessary corporate action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, delivery Borrower and performance by SES of this Agreement and the consummation by it of the transactions contemplated herebyPaycenters. This Agreement has been duly executed and delivered by SES the Borrower and constitutes the legal, is a valid and binding obligation of SES, the Borrower and Paycenters enforceable against SES in accordance with its terms, except as enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws affecting creditors’ the enforceability of creditor’s rights generally and by generally, general equitable principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents discretion of courts in granting equitable remedies. Neither the execution and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval delivery of this Agreement and the Ancillary Agreements and nor the consummation of the transactions contemplated hereby and thereby. will: (a) contravene any provision of the Articles of Organization, Operating Agreement, Member Control Agreement, Articles of Incorporation, Bylaws or other governing document of the Borrower or the Subsidiaries; (b) violate or conflict with any federal, state or local law, statute, ordinance, rule, regulation or any decree, writ, injunction, judgment or order of any court or administrative or other governmental body or of any arbitration award which is either applicable to, binding upon or enforceable against the Borrower or the Subsidiaries; or (c) No affirmative vote conflict with, result in any breach of or default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under any holder material mortgage, contract, agreement, lease, license, indenture, will, trust or other instrument which is binding upon or enforceable against the Borrower or Subsidiaries. The Board of shares Directors of SES capital stock is necessary to approve the Borrower and the Board of Governors or Board of Directors of the Subsidiaries have, by action at a duly called held meeting: (i) determined that this Agreement or any Ancillary Agreement or the consummation by SES of any of and the transactions contemplated hereby or therebyare, except for (i) and will be, advisable, fair and in the affirmative vote best interests of the holders of a majority of the outstanding shares of SES present Borrower or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915Paycenters, as amendedis relevant, on commercial companies (the “Companies’ Act”) and its shareholders or members, and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”approved this Agreement, and together with all related agreements, exhibits, schedules and the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)transactions contemplated hereby.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. SES BCA Approval Obligations and (B) subject to entry of the Approval Order and the Confirmation Order, to perform each of its Affiliates which will be a party other obligations hereunder and (ii) subject to entry of the Ancillary Agreements have all requisite corporate or other powerApproval Order, as the case may beDisclosure Statement Order, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholdersConfirmation Order, to consummate the transactions contemplated thereby. The executionherein and in the Plan, delivery to enter into, execute and performance of deliver all agreements to which it will be a party as contemplated by this Agreement by SES and the consummation by SES Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement, and such other agreements and any Plan Supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the transactions contemplated hereby, and Transaction Agreements (other than this Agreement). Subject to the execution, delivery and performance receipt of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, willforegoing Orders, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote Notwithstanding the foregoing, the Company makes no express or implied representations or warranties, on behalf of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement itself or the consummation by SES of any of other Debtors, with respect to actions (including in the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”foregoing) to approve resolutions to authorize be undertaken by the SES Board of Directors to redeem Reorganized Debtors, which such actions shall be governed by the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”)Plan.

Corporate Power and Authority. (a) SES The Company has all the requisite company corporate power and authority (i) subject to entry of the Backstop Order, to enter into into, execute and deliver this Agreement, and (ii) subject to entry of the Backstop Order, the Disclosure Statement Order, and the Confirmation Order, and to obtaining the necessary shareholders’ approval to effectuate the Restructuring Transactions set forth in the Plan and the necessary Board approval of the Designated Board Matters, to perform its obligations under this Agreement and the Backstop Order and to consummate the transactions contemplated hereby. SES herein and each of its Affiliates which will be a party to in the Ancillary Agreements have all requisite corporate or other power, as the case may be, Plan and authority to execute and deliver the Ancillary Agreements Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement and the other agreementsPlan (this Agreement, documents the Restructuring Support Agreement, the Registration Rights Agreement and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument collectively, the “Transaction Agreements”) and to be entered into after perform its other obligations under each of the date hereof Transaction Agreements (other than this Agreement). Subject to the receipt of the foregoing Orders and the transaction contemplated thereby, willapprovals, as of applicable, the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the Required Resolutions by the Required Vote of the SES shareholders, no additional corporate action or corporate proceeding on the part of SES is necessary to authorize the execution, execution and delivery and performance by SES of this Agreement and the consummation by it each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SES and constitutes the legal, valid and binding obligation of SES, enforceable against SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the Closing, constitute the legal, valid and binding obligations of SES and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to (i) entry of the Backstop Order, the Disclosure Statement Order, the Financing Order and the Confirmation Order, (ii) obtaining the necessary shareholders’ approval to effectuate the Restructuring Transactions set forth in the Plan and the necessary Board approval of the Designated Board Matters, (iii) obtaining the necessary shareholders’ approval by each of the other Debtors to effectuate the Restructuring Transactions set forth in the Plan and the Permitted DIP Refinancing (if and to the extent applicable), and (iv) in connection with the Colombian Debtors, if applicable, the authorization by the Superintendence of Companies of Colombia to enter into the respective DIP Facility Documents, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Orders and approvals, as applicable, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of each other Debtor party thereto, and no other corporate proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary Subject to approve this Agreement or any Ancillary Agreement or the consummation by SES of any entry of the transactions contemplated hereby or thereby, except for Backstop Order and the Confirmation Order and to obtaining (i) the affirmative vote of necessary shareholders’ approval to effectuate the holders of a majority of Restructuring Transactions set forth in the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and Plan; (ii) the affirmative vote necessary Board approval of the holders of two-thirds Designated Board Matters; and (iii) the necessary shareholders’ approval by each of the outstanding shares other Debtors to effectuate the Restructuring Transactions set forth in the Plan and the Permitted DIP Refinancing (if and to the extent applicable), each of SES present or duly represented (the “Capital Reduction Required Vote”Company and the other Debtors has the requisite corporate power and authority to perform its obligations under the Plan, and together with has taken or shall take all necessary corporate actions required for the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result due consummation of the Redemption (the “Capital Reduction Required Resolutions”, and together Plan in accordance with the Redemption Required Resolutions, the “Required Resolutions”)its terms.