Common use of REPRESENTATIONS AND WARRANTIES OF PARENT Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Parent has all necessary corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Company and the Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent this Agreement, and, assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe Company and the Stockholder, this Agreement constitutes a legal, the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except that such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and (B) is subject to the Bankruptcy rules governing the availability of specific performance, injunctive relief or other equitable remedies and Equity Exceptiongeneral principles of equity, regardless of whether considered in a proceeding in equity or at law. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate Parent, any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions provision of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or assets of Parent are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Order or any Law applicable to Parent or the properties or assets of its Subsidiaries’Parent. No Consent of, if applicableor registration, obligations under declaration or filing with, any such ContractGovernmental Entity or other Person is required to be obtained or made by or with respect to Parent in connection with the execution, except, in the case delivery and performance of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions as contemplated by this the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: (a) Parent has all necessary corporate or other applicable power full legal right and authority capacity to execute and deliver this Agreement, to perform its Parent’s obligations hereunder and to consummate the transactions contemplated by hereby, (b) this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andand the execution, assuming due authorization delivery and performance of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent and no other company actions or proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (in c) this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation agreement of Parent, enforceable against Parent in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exception. Neither the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in law or equity) and (d) the execution and delivery of this Agreement by ParentParent does not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and the compliance with the provisions hereof will not, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of Laws or agreement binding upon Parent, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the certificate of incorporation, bylaws or other comparable charter or organizational documents of Securities and Exchange Commission by Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate as would not impact such Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform or comply with its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a any material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementrespect.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Company that (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder, (b) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject except as such enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity, (d) assuming that the consents, approvals, authorizations, permits, filings and notifications referred to the Bankruptcy and Equity Exception. Neither in subsection (e) are obtained or made, as applicable, the execution and delivery of this Agreement by ParentParent does not, nor and the consummation performance of this Agreement by Parent of the transactions contemplated by this Agreementwill not, nor performance or compliance by Parent with result in any of the terms or provisions hereofViolation pursuant to, will (iA) conflict with or violate any provision of the certificate Certificate of incorporationIncorporation or By-laws, bylaws each as amended, of Parent, (B) any provisions of any material mortgage, indenture, lease, contract or other comparable charter agreement, instrument, permit, concession, franchise, or organizational documents of Parent license or (iiC) (x) violate any Law judgment, order, decree, statute, law, ordinance, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of the termsassets, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, except in the case of clause each of clauses (ii)B) and (C) immediately, as above, for Violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent Material Adverse Effect, (e) except as described in Section 5.05 of the ability Merger Agreement and Section 3(a) of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for , and except as may be required under the Exchange Act, the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or Regulatory Entity, (f) any Company Shares acquired upon exercise of its obligations hereunder the Company Option will not be, and the consummation Company Option is not being, acquired by Parent with a view to the public distribution thereof and Parent will not sell or otherwise dispose of the transactions contemplated by such shares in violation of applicable law or this Agreement, other than (g) the Company Option and any Company Shares acquired upon exercise of the Company Option are being acquired for the account of Parent, (h) it is an "accredited investor" as defined in Regulation D under the Securities Act, and (i) it understands that the Company Shares may not be sold unless such Consents that, if not obtained, made sale is registered under the Securities Act or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementan exemption from such registration is available.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the Bankruptcy enforcement of creditors’ rights and Equity Exception(b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the terms properties or provisions hereof, will assets of Parent under (i) conflict with or violate any provision of the certificate of incorporationincorporation or bylaws of Parent, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions provision of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability assets of Parent are bound or (iii) subject to perform its obligations the reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreement. No Consent is necessary for hereby, any provision of any Judgment or Law applicable to Parent or the execution and delivery properties or assets of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent this Agreement, and, assuming due authorization (in this Agreement constitutes the case legal, valid and binding obligation of each Shareholder that is not a natural person)of the other parties hereto, execution and delivery hereof by each Shareholder, this Agreement constitutes a the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject subject, as to the Bankruptcy enforceability, to bankruptcy, insolvency, reorganization, moratorium and Equity Exceptionother laws of general applicability relating to or affecting creditors' rights and remedies and to general principles of equity. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any assets of its Subsidiaries’Parent are bound or, if applicable, obligations under any such Contract, except, subject to the filings and other matters referred to in the case next sentence, any provision of clause (ii)any Judgment or Applicable Law applicable to Parent or the properties or assets of Parent. No Consent of, as would notor registration, individually declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent in connection with the aggregateexecution, reasonably be expected to have a material adverse effect on the ability delivery and performance of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or reports under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Stockholder that Parent (i) is duly incorporated, validly existing and in good standing under the laws of the State of New Jersey, and (ii) has all necessary requisite corporate or other applicable power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly authorized. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent. Parent has duly executed and delivered this Agreement, and, assuming this Agreement constitutes the legal, valid and binding obligation of each of the other parties hereto, this Agreement constitutes a valid and binding obligation of Parent enforceable against Parent in accordance with its terms. The execution and delivery by Parent of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, (i) the Certificate of Incorporation or By-laws of Parent, (ii) any Contract to which Parent is a party or by this Agreement, which resolutions have not been subsequently rescinded, modified any properties or withdrawn. No other corporate action (including any shareholder vote or other action) on the part assets of Parent is necessary to authorize are bound in any way that would prevent the execution, delivery and performance consummation by Parent of the transactions contemplated by this Agreement or (iii) subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Parent or the properties or assets of Parent, in any way that would prevent the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered No Consent of, action by Parent andor in respect of, assuming due authorization (in the case of each Shareholder that or registration, declaration or filing with, any Governmental Entity is not a natural person), execution and delivery hereof required to be obtained or made by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against or with respect to Parent in accordance connection with its termsthe execution, subject to the Bankruptcy delivery and Equity Exception. Neither the execution and delivery performance of this Agreement by Parent, nor or the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or reports under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent this Agreement, and, assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each ShareholderStockholder, this Agreement constitutes a legal, the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Encumbrance upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate Parent, any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions provision of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or assets of Parent are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Order or any Law applicable to Parent or the properties or assets of its Subsidiaries’Parent. No Consent of, if applicableor registration, obligations under declaration or filing with, any such ContractGovernmental Entity or other Person is required to be obtained or made by or with respect to Parent in connection with the execution, except, in the case delivery and performance of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions as contemplated by this the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as of the date hereof and as of the Effective Time as follows: that Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by Parent, and the consummation of the transactions contemplated hereby, have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of approve this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms, except as the same may be limited by or subject to the Bankruptcy bankruptcy, insolvency, reorganization, moratorium or similar laws, as now or hereafter in effect, relating to creditors’ rights generally and Equity Exceptiongeneral principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. Neither the The execution and delivery of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or to increased, additional accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien in or upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws charter or other comparable charter or organizational documents of Parent Parent, any trust agreement, loan or (ii) (x) violate any Law credit agreement, note bond, debenture, note, mortgage, indenture, lease or Judgment other contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Parent or any to Parent’s property or assets. Each of its Subsidiaries or Xxxx X. Xxxxxxxxx and Xxxxx X. Xxxxxxx (ycollectively, the Other Senior Executives) violate or constitute a default under any and each of the termsholders of Company Class A Common Stock is simultaneously executing and delivery to Parent a Stockholder Agreement in form and substance substantially identical to this Agreement (collectively, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (iiOther Stockholder Agreements), as would not, individually or in it being understood that there are differences between the aggregate, reasonably be expected to have a material adverse effect on Other Stockholder Agreements executed by the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder Stockholder and the consummation Other Senior Executives and the Other Stockholder Agreements executed by Parent holders of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementClass A Common Stock.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Company that (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder, (b) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, and, assuming this Agreement constitutes a valid and binding obligation of Company, is enforceable against Parent in accordance with its terms, terms subject to the Bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exception. Neither similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, (d) the execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not (1) violate the certificate of incorporation or by-laws of Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i2) conflict with or violate any provision of the certificate of incorporationstatute, bylaws rule, regulation, order, judgment or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment decree applicable to Parent or by which it or any of its Subsidiaries properties or assets is bound or affected, or (y3) violate result in any breach of or constitute a default under (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien on any of the termsproperty or assets of Parent pursuant to, conditions any note, bond, mortgage, indenture, contract, agreement, lease, license, or provisions of any Contract other instrument or obligation to which Parent is a party or by which Parent or any of its Subsidiaries are a party properties or accelerate Parent’s assets is bound or any of its Subsidiaries’, if applicable, obligations under any such Contract, affected (except, in the case of clause clauses (ii)2) and (3) above, as for violations, breaches, or defaults which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability business, operations, financial condition, assets or liabilities of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for Parent), (e) the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except for pre-merger notification requirements of its obligations hereunder the HSR Act, and (f) any shares of Company Common Stock acquired upon exercise of the Stock Option will be, and the consummation Stock Option is being, acquired by Parent for its own account and not with a view to the public distribution or resale thereof in any manner which would be in violation of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementapplicable United States securities laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent (i) is duly incorporated, validly existing and in good standing under the laws of Virginia and (ii) has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby and to comply with the terms hereof. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this AgreementParent, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby and compliance by Parent with the terms hereof have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery of this Agreement by ParentAgreement, nor the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the provisions hereof do not and will not conflict with, nor performance or compliance by Parent result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with the Restated Articles of Incorporation or violate any provision the by-laws of the certificate of incorporationParent, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent is a party or any of its Subsidiaries are a party properties or accelerate Parent’s assets is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any of (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or its Subsidiaries’properties or assets, if applicable, obligations under any such Contract, exceptother than, in the case of clause clauses (ii) and (iii), as would notany such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate could not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby or compliance by Parent with the provisions hereof, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law or regulation, (2) filings with the SEC of such reports under the Exchange Act as may be required in connection with this AgreementAgreement and the transactions contemplated hereby and (3) such other consents, other than such Consents thatapprovals, if not obtainedorders, authorizations, registrations, declarations and filings the failure of which to be obtained or made or given, would not, individually or in the aggregate, aggregate could not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially delay the consummation of any of the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholders as follows: Parent has all necessary the requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by Parent and the consummation by Parent of the transactions contemplated by this Agreement, which resolutions Agreement have not been subsequently rescinded, modified or withdrawn. No other duly authorized by all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming the due authorization (in the case of with respect to each Shareholder Stockholder that is not a natural person), execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery of this Agreement by Parent, nor and the consummation by Parent of the transactions contemplated by this AgreementAgreement do not and will not conflict with, nor performance or compliance by Parent result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with the Articles of Incorporation or violate any provision Bylaws of the certificate of incorporationParent, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent is a party or any of its Subsidiaries are a party properties or accelerate Parent’s assets is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any of (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or its Subsidiaries’properties or assets, if applicable, obligations under any such Contract, exceptother than, in the case of clause clauses (ii) and (iii), as would notany such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate would not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement or the compliance by Parent with the provisions of this Agreement, except for (1) filings under the HSR Act and any other than applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such Consents thatreports under the 1934 Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, if not obtainedapprovals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made or given, would not, individually or in the aggregate, aggregate could not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Subject Shareholders as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent this Agreement and, assuming its due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Subject Shareholder, this Agreement constitutes a the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdoes not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any assets of its Subsidiaries’Parent are bound or, if applicable, obligations under any such Contract, except, subject to the filings and other matters referred to in the case next sentence, any provision of clause (ii)any Order or Law applicable to Parent or the properties or assets of Parent. No Consent of, as would notor registration, individually declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent in connection with the aggregateexecution, reasonably be expected to have a material adverse effect on the ability delivery and performance of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or reports by Parent under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: that Parent (i) is duly formed, validly existing and in good standing EXECUTION COPY under the laws of the State of Delaware, and (ii) has all necessary requisite corporate or other applicable power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly authorized. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Parent. Parent has duly executed and delivered this Agreement, and, assuming this Agreement constitutes the legal, valid and binding obligation of each of the other parties hereto, this Agreement constitutes a valid and binding obligation of Parent enforceable against Parent in accordance with its terms. The execution and delivery by Parent of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, (i) the Certificate of Formation or Limited Liability Company Agreement of Parent, (ii) any Contract to which Parent is a party or by this Agreement, which resolutions have not been subsequently rescinded, modified any properties or withdrawn. No other corporate action (including any shareholder vote or other action) on the part assets of Parent is necessary to authorize are bound in any way that would prevent the execution, delivery and performance consummation by Parent of the transactions contemplated by this Agreement or (iii) subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Parent or the properties or assets of Parent, in any way that would prevent the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered No Consent of, action by Parent andor in respect of, assuming due authorization (in the case of each Shareholder that or registration, declaration or filing with, any Governmental Entity is not a natural person), execution and delivery hereof required to be obtained or made by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against or with respect to Parent in accordance connection with its termsthe execution, subject to the Bankruptcy delivery and Equity Exception. Neither the execution and delivery performance of this Agreement by Parent, nor or the consummation by Parent of the transactions contemplated by this Agreementhereby. There is no suit, nor performance action, investigation or compliance by Parent with any proceeding pending or, to the knowledge of the terms Parent, threatened against or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to affecting Parent or any of its Subsidiaries Affiliates before or (y) violate or constitute a default under by any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, Governmental Authority that could reasonably be expected to have a material adverse effect on materially impair the ability of Parent to perform its obligations under this Agreement hereunder or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have hereby on a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementtimely basis.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholders as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, terms (subject to the Bankruptcy effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and Equity Exception(ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies). Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or hereby and compliance by Parent with any of the terms hereof will not, conflict with, or provisions hereofresult in any violation of, will or default (i) conflict with or violate without notice or lapse of time, or both) under any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate by which any properties or assets of Parent are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Order or applicable Law applicable to Parent or the properties or assets of Parent’s or any of its Subsidiaries’, if applicable, obligations under except for any such Contractconflicts, exceptbreaches, in the case of clause (ii), as would notdefaults or other occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Parent’s ability of Parent to perform its obligations under hereunder. No Consent of any Governmental Authority is required to be obtained or made by or with respect to Parent in connection with the execution, delivery and performance of this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or reports by Parent under the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this AgreementAgreement and the Merger Agreement (collectively, the “Transactions”). The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated Transactions have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and or to consummate the consummation by Parent Transactions, subject only to receipt of the transactions contemplated by this AgreementParent Requisite Vote. This Agreement has been duly executed and delivered by Parent and, assuming the due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe Stockholders, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery of this Agreement and the consummation of the Transactions do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the memorandum or articles of association or similar organizational documents of Parent, (ii) any Contract applicable to Parent or its properties or assets or subject to the Bankruptcy governmental filings and Equity Exceptionother matters referred to in the following sentence, any Laws applicable to Parent or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that, individually or in the aggregate, would not have a Parent Material Adverse Effect or impair the ability of Parent to consummate the Transactions or prevent or materially impede or delay the consummation of the Transactions. Neither No consent of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, nor Parent or the consummation by Parent of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent with any except for (1) filings required to be made under the HSR Act, the EC Merger Regulation, the Securities Act, the Exchange Act and state securities and “blue sky” laws, (2) the Foreign Antitrust Filings, (3) the filing of the terms or provisions hereof, will (i) conflict Articles of Merger with or violate any provision the Secretary of State of the certificate State of incorporationFlorida, bylaws (4) filings with the ISA, the TASE and Nasdaq and (5) such other items and consents, the failure of which to be obtained or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would notmade, individually or in the aggregate, reasonably be expected to would not have a material adverse effect on Parent Material Adverse Effect or impair the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and Transactions or prevent or materially impede or delay the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementTransactions.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and ---------------------------------------- warrants to each Shareholder as follows: Company that (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder, (b) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject except as such enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity, (d) assuming that the consents, approvals, authorizations, permits, filings and notifications referred to the Bankruptcy and Equity Exception. Neither in subsection (e) are obtained or made, as applicable, the execution and delivery of this Agreement by ParentParent does not, nor and the consummation performance of this Agreement by Parent of the transactions contemplated by this Agreementwill not, nor performance or compliance by Parent with result in any of the terms or provisions hereofViolation pursuant to, will (iA) conflict with or violate any provision of the certificate Certificate of incorporationIncorporation or By-laws, bylaws each as amended, of Parent, (B) any provisions of any material mortgage, indenture, lease, contract or other comparable charter agreement, instrument, permit, concession, franchise, or organizational documents of Parent license or (iiC) (x) violate any Law judgment, order, decree, statute, law, ordinance, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of the termsassets, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, except in the case of clause each of clauses (ii)B) and (C) immediately, as above, for Violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Parent, (e) except as described in Section 3.3 of the ability Reorganization Agreement and Section 3(a) of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for , and except as may be required under the Exchange Act, the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or Regulatory Entity and (f) any Company Shares acquired upon exercise of its obligations hereunder the Company Option will not be, and the consummation Company Option is not being, acquired by Parent with a view to the public distribution thereof and Parent will not sell or otherwise dispose of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made shares in violation of applicable law or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Stockholder that Parent (i) is duly incorporated, validly existing and in good standing under the laws of the State of New Jersey, (ii) has all necessary requisite corporate or other applicable power and authority to execute and deliver the Merger Agreement and to consummate the transactions contemplated thereby and (iii) has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent. Parent has duly executed and delivered this Agreement, and, assuming this Agreement constitutes the legal, valid and binding obligation of each of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery by Parent of this Agreement do not, and the consummation of the transactions contemplated by hereby and compliance with the terms of this AgreementAgreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to the loss of a benefit under, (i) the Certificate of Incorporation or By-laws of Parent, (ii) any Contract to which resolutions have not been subsequently rescinded, modified Parent is a party or withdrawn. No other corporate action (including any shareholder vote properties or other action) on the part assets of Parent is necessary to authorize are subject, in any way that would prevent, materially impede or materially delay the execution, delivery and performance consummation by Parent of the transactions contemplated by this Agreement or (iii) subject to the filings and other matters referred to in the following sentence, any provision of any (A) statute, law, ordinance, rule or regulation applicable to Parent or the properties or assets of Parent or (B) order, writ, injunction, decree, judgment or stipulation applicable to Parent or the properties or assets of Parent, and in each case in any way that would prevent, materially impede or materially delay the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered No material consent, approval, order or authorization of, action by Parent andor in respect of, assuming due authorization (in the case of each Shareholder that or registration, declaration or filing with, any Governmental Entity is not a natural person), execution and delivery hereof required by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against or with respect to Parent in accordance connection with its termsthe execution, subject to the Bankruptcy delivery and Equity Exception. Neither the execution and delivery performance of this Agreement by Parent, nor or the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any except for such reports under Sections 13(d) and 16 of the terms or provisions hereof, will (i) conflict Exchange Act as may be required in connection with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate and the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Company that (A) Parent has all necessary corporate or other applicable power is a corporation duly incorporated, validly existing and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate in good standing under the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation laws of the transactions contemplated by this AgreementState of Delaware, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other actionB) on the part of Parent is necessary to authorize the execution, execution and delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within Parent's corporate powers and have been duly authorized by all necessary corporate action, (C) this Agreement. This Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each ShareholderCompany, constitutes a legal, valid and binding obligation agreement of Parent, Parent enforceable against Parent in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to the Bankruptcy and Equity Exception. Neither general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (D) the execution and delivery by Parent of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby require no action by this Agreementor in respect of, or filing with, any governmental body, agency, official or authority (insofar as such action or filing relates to Parent) other than (i) compliance with any applicable requirements of the HSR Act, (ii) compliance with any applicable requirements of the Exchange Act, (iii) approvals and authorizations of self-regulatory and governmental organizations in the securities field and (iv) such Consents thatother consents, approvals and filings which, if not obtained, made obtained or givenmade, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on materially impair the ability of Parent to perform its obligations under consummate the transactions contemplated hereby, (E) the execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby do not and will not (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of Parent, Merger Sub or any Parent subsidiary, (ii) assuming compliance with the HSR Act, conflict with any law, regulation, judgment, injunction, order or decree applicable to Parent, Merger Sub or any Parent subsidiary, (iii) result in a breach of or a default under or give rise to a right of termination, cancellation or acceleration of, or result in the creation of a lien or encumbrance on any of the properties or assets of Parent, Merger Sub or any subsidiary of Parent pursuant to, any material agreement, contract or other instrument binding upon Parent, Merger Sub or any subsidiary of Parent, other than, in the case of each of (ii) and (iii), any such items that, individually or in the aggregate, would not materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholders as follows: Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of New Jersey and has all necessary full corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the Merger Agreement by Parent and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by this Agreementthe board of directors of Parent, which resolutions have not been subsequently rescinded, modified or withdrawn. No and no other corporate action (including any shareholder vote or other action) proceedings on the part of Parent is are necessary to authorize the execution, delivery and performance of this Agreement, the Merger Agreement by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreementhereby and thereby. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), The execution and delivery hereof of the Merger Agreement by each ShareholderMerger Sub and the consummation of the transactions contemplated thereby have been duly and validly authorized by the board of directors of Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to authorize the execution, delivery and performance of the Merger Agreement by Merger Sub and the consummation of the transactions contemplated thereby. Parent has duly and validly executed this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by ParentAgreement, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) violate, conflict with or violate any provision result in a material breach of the certificate of incorporation, bylaws or other comparable charter or organizational constituent documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate Parent, or constitute a default (with or without notice or lapse of time or both) under any of the termsprovision of, conditions any other agreement, judgment, order, decree, statute, law, ordinance, rule or provisions of any Contract regulation applicable to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Parent has all necessary the requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and by Parent, the consummation by Parent of the transactions contemplated by this Agreement, which resolutions Agreement and the compliance by Parent with the provisions of this Agreement have not been subsequently rescinded, modified or withdrawn. No other duly authorized by all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionsimilar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the The execution and delivery of this Agreement by Parent, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or Agreement and compliance by Parent with the provisions of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with the Articles of Incorporation or violate any provision Bylaws of the certificate of incorporationParent, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent is a party or any of its Subsidiaries are a party properties or accelerate Parent’s assets is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any of (A) statute, law, ordinance, rule or regulation or (B) any judgment, order or decree, in each case, applicable to Parent or its Subsidiaries’properties or assets, if applicable, obligations under any such Contract, exceptother than, in the case of clause clauses (ii) and (iii), as would notany such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate would not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement or the compliance by Parent with the provisions of this Agreement, except for (1) filings under the HSR Act and any other than applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such Consents thatreports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, if not obtainedapprovals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made or given, would not, individually or in the aggregate, aggregate would not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary the requisite corporate or other applicable power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by Parent and the consummation by Parent of the transactions contemplated by this Agreement, which resolutions Agreement and compliance by Parent with the provisions of this Agreement have not been subsequently rescinded, modified or withdrawn. No other duly authorized by all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the Articles of Association of Parent, (ii) any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization applicable to Parent or any of its properties or other assets or (iii) subject to the Bankruptcy governmental filings and Equity Exceptionother matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or any of its properties or other assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. Neither No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, nor Parent or the consummation by Parent of the transactions contemplated by this Agreement, nor performance Agreement or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any this Agreement, except for (1) filings with the SEC of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations such reports under any such Contract, except, the Exchange Act as may be required in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreement. No Consent is necessary for Agreement and (2) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the execution and delivery failure of this Agreement by Parent, which to be obtained or made individually or in the performance by Parent of its obligations hereunder and aggregate would not prevent or materially delay the consummation by Parent of any of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ----------------------------------------- represents and warrants to each Shareholder the Stock holder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation obliga tion of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions trans actions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, can celation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any assets of its Subsidiaries’Parent are bound or, if applicable, obligations under any such Contract, except, subject to the filings and other matters referred to in the case next sentence, any provision of clause (ii)any Judgment or Applicable Law applicable to Parent or the properties or assets of Parent. No Consent of, as would notor registration, individually declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent in connection with the aggregateexecution, reasonably be expected to have a material adverse effect on the ability delivery and performance of Parent to perform its obligations under this Agreement or to consummate the consummation of the transactions contem plated hereby, other than (i) compliance with and filings under the HSR Act in connection with the exercise of the Option (as defined in Section 4) and (ii) such reports under Section 13(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder and the Company as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the Bankruptcy enforcement of creditors' rights and Equity Exception(b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the terms properties or provisions hereof, will assets of Parent under (i) conflict with or violate any provision of the certificate of incorporationincorporation or bylaws of Parent, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions provision of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability assets of Parent are bound or (iii) subject to perform its obligations the reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreement. No Consent is necessary for hereby, any provision of any Judgment or Law applicable to Parent or the execution and delivery properties or assets of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Stockholder that Parent (i) is duly incorporated, validly existing and in good standing under the laws of the State of New Jersey, (ii) has all necessary requisite corporate or other applicable power and authority to execute and deliver the Merger Agreement and to consummate the transactions contemplated thereby and (iii) has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent. Parent has duly executed and delivered this Agreement, and, assuming this Agreement constitutes the legal, valid and binding obligation of each of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery by Parent of this Agreement do not, and the consummation of the transactions contemplated by hereby and compliance with the terms of this AgreementAgreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, (i) the Certificate of Incorporation or By-laws of Parent, (ii) any Contract to which resolutions have not been subsequently rescinded, modified Parent is a party or withdrawn. No other corporate action (including any shareholder vote properties or other action) on the part assets of Parent is necessary to authorize are subject, in any way that would prevent, materially impede or materially delay the execution, delivery and performance consummation by Parent of the transactions contemplated by this Agreement or (iii) subject to the filings and other matters referred to in the following sentence, any provision of any (A) statute, law, ordinance, rule or regulation applicable to Parent or the properties or assets of Parent or (B) order, writ, injunction, decree, judgment or stipulation applicable to Parent or the properties or assets of Parent, and in each case in any way that would prevent, materially impede or materially delay the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered No material consent, approval, order or authorization of, action by Parent andor in respect of, assuming due authorization (in the case of each Shareholder that or registration, declaration or filing with, any Governmental Entity is not a natural person), execution and delivery hereof required by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against or with respect to Parent in accordance connection with its termsthe execution, subject to the Bankruptcy delivery and Equity Exception. Neither the execution and delivery performance of this Agreement by Parent, nor or the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any except for such reports under Sections 13(d) and 16 of the terms or provisions hereof, will (i) conflict Exchange Act as may be required in connection with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate and the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholders as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, terms (subject to the Bankruptcy effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and Equity Exception(ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies). Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or hereby and compliance by Parent with any of the terms hereof will not, conflict with, or provisions hereofresult in any violation of, will or default (i) conflict with or violate without notice or lapse of time, or both) under any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any assets of its Subsidiaries’Parent are bound or, if applicable, obligations under any such Contract, except, subject to the filings and other matters referred to in the case next sentence, any provision of clause (ii)any Judgment or applicable Law applicable to Parent or the properties or assets of Parent. No Consent of, as would notor registration, individually declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent in connection with the aggregateexecution, reasonably be expected to have a material adverse effect on the ability delivery and performance of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or reports by Parent under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Icahn Affiliated Parties as follows: Parent is duly organized, validly existing and in good standing under the laws of the State of Delaware. Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this the Acquisition Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions the Acquisition Agreement have not been subsequently rescinded, modified or withdrawn. No other corporate duly authorized by all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementthe Acquisition Agreement and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will any provision of (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or Parent, (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate by which any assets of Parent are bound or (iii) subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Law applicable to Parent or the assets of Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, exceptother than, in the case of clause clauses (ii)) and (iii) above, as would notany such items that, individually or in the aggregate, have not, and are not reasonably be expected to have a material adverse effect on the likely to, materially impair or delay Parent’s ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this the Acquisition Agreement. No Consent of, or registration, declaration or filing with, any Governmental Entity is necessary for required to be obtained or made by or with respect to Parent in connection with the execution execution, delivery and delivery performance of this Agreement by Parent, the performance by Parent of its obligations hereunder and or the consummation by Parent of the transactions contemplated by this the Acquisition Agreement, other than such Consents thatConsents, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions registrations and filings contemplated by this the Acquisition Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary corporate or other applicable requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement and to comply with the terms of this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and by Parent, the consummation by Parent of the transactions contemplated by this Agreement, which resolutions Agreement and the compliance by Parent with the terms of this Agreement have not been subsequently rescinded, modified or withdrawn. No other corporate duly authorized by all necessary action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder Stockholder that is not a natural person), execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or Agreement and compliance by Parent with the terms of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with or violate any provision of the certificate of incorporationincorporation or bylaws of Parent, bylaws or other comparable charter or organizational documents of Parent or (ii) any Contract to or by which Parent is a party or bound or to or by which any of the properties or assets of Parent is subject or bound or (xiii) violate subject to the governmental filings and other matters referred to in the following sentence, any Law or Judgment Judgment, in each case, applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, exceptassets other than, in the case of clause clauses (ii) and (iii), as would notconflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate are not reasonably be expected likely to have a (x) impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No Consent is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and or the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions as contemplated by this the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to as of the date hereof and as of the date of each Shareholder as follows: Parent exchange effected in accordance with Article II hereof that (i) it is an exempted company limited by shares and is existing in good standing under the laws of the Cayman Islands, (ii) it has all necessary corporate or other applicable requisite power and authority to execute enter into and deliver perform this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby and to issue the Reciprocal Ordinary Shares in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by this Agreement. The Management Parent and the consummation by it of the transactions contemplated hereby (including, without limitation, the issuance of the Reciprocal Ordinary Shares) have been duly authorized by all necessary action on the part of Parent, including but not limited to all actions necessary to ensure that the issuance of Reciprocal Ordinary Shares pursuant to the transactions contemplated hereby, to the fullest extent of the Parent’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby, (iv) this Agreement constitutes a legal, valid and binding obligation of Parent has adopted resolutions approving enforceable against Parent in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization hereby (in including the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent issuance of the transactions Reciprocal Ordinary Shares) will not result in a violation of the Memorandum and Articles; (v) upon each issuance to a Designated Recipient as contemplated by this Agreement, nor performance or compliance and registration in the Parent’s register of members, the Reciprocal Ordinary Shares so issued will be duly authorized and validly issued, fully paid and non-assessable and will be free of restrictions on transfer other than those existing by operation of applicable securities laws and will be free from all liens and charges imposed by Parent with any in respect of the terms or provisions hereofissue thereof; and (vi) to the extent Ordinary Shares are listed on a national securities exchange, will (i) conflict with or violate any provision all Ordinary Shares shall, at all times that shares of the certificate Class F Common Stock are exchangeable, be duly approved for listing subject to official notice of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’issuance on each securities exchange, if applicableany, obligations under any such Contract, except, in on which the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent Ordinary Shares is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementthen listed.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Eckerd that (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder, (b) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, and, assuming this Agreement constitutes a valid and binding obligation of Eckerd, is enforceable against Parent in accordance with its terms, terms subject to the Bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exception. Neither similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, (d) the execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not (1) violate the certificate of incorporation or by-laws of Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i2) conflict with or violate any provision of the certificate of incorporationstatute, bylaws rule, regulation, order, judgment or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment decree applicable to Parent or by which it or any of its Subsidiaries properties or assets is bound or affected or (y3) violate result in any breach of or constitute a default under (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the termsproperty or assets of Parent pursuant to, conditions any note, bond, mortgage, indenture, contract, agreement, lease, license, or provisions of any Contract other instrument or obligation to which Parent is a party or by which Parent or any of its Subsidiaries are a party properties or accelerate Parent’s assets is bound or any of its Subsidiaries’, if applicable, obligations under any such Contract, affected (except, in the case of clause clauses (ii)2) and (3) above, as for violations, breaches, or defaults which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for Parent), (e) the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except for pre-merger notification requirements of its obligations hereunder the HSR Act and (f) any shares of Eckerd Common Stock acquired upon exercise of the Stock Option will be, and the consummation Stock Option is being, acquired by Parent for its own account and not with a view to the public distribution or resale thereof in any manner which would be in violation of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementapplicable United States securities laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each the Shareholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with the Restated Certificate of Incorporation or violate Bylaws of Parent, any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any assets of its Subsidiaries’Parent are bound or, if applicable, obligations under any such Contract, except, subject to the filings and other matters referred to in the case next sentence, any provision of clause (ii)any Judgment or Applicable Law applicable to Parent or the properties or assets of Parent. No Consent of, as would notor registration, individually declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent in connection with the aggregateexecution, reasonably be expected to have a material adverse effect on the ability delivery and performance of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than (i) compliance with and filings under the HSR Act and (ii) such Consents that, if not obtained, made or given, would not, individually or reports under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholders as follows: Parent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery by Parent of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent under, any provision of any contract or agreement to which Parent is a party or by which any properties or assets of Parent are bound or, subject to the Bankruptcy filings and Equity Exceptionother matters referred to in the last sentence of this Section 3, any provision of any Order or Law applicable to Parent or the properties or assets of Parent. Neither the The execution and delivery by Parent of this Agreement by Parentdoes not, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or hereby and compliance by Parent with any of the terms or provisions hereofhereof will not, will (i) conflict with or violate any provision of the certificate of incorporation, incorporation or bylaws or other comparable charter or similar organizational documents of Parent Parent. No consent or (ii) (x) violate approval of, or registration, declaration or filing with, any Law Governmental Authority is required to be obtained or Judgment applicable made by or with respect to Parent or any in connection with the execution, delivery and performance of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents thatreports, if not obtainedany, made or given, would not, individually or under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholder as follows: Organization, Existence and Good Standing. Parent is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware. Parent has all necessary corporate power, to own, operate and lease its properties and assets and to carry on its business as presently conducted and is duly qualified as a foreign corporation to do business and is in good standing in all jurisdictions in which the character of the property or assets owned, leased or operated or the nature of the business transacted by it makes qualification necessary, except for such failures which, when taken together with all other applicable power such failures, would not have a Material Adverse Effect on Parent. Parent has heretofore made available to the Company complete and correct copies of its Certificate of Incorporation and Bylaws, each of the foregoing as amended to the date of this Agreement. Parent Capital Stock. Parent's authorized capital stock consists of 100,000,000 shares of Parent Common Stock, of which not more than 28,550,000 shares of Common Stock are issued and outstanding on the date hereof, and 10,000,000 shares of preferred stock, par value $.001 per share ("Parent Preferred Stock"), none of which are issued and outstanding on the date hereof. The Parent Common Stock constitutes all of the issued and outstanding shares of capital stock of the Parent. All of the issued and outstanding shares of Parent Common Stock have been duly and validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights. Power and Authority. Parent has all necessary corporate power, and authority to execute execute, deliver and deliver perform this Agreement, to perform its obligations hereunder Agreement and the agreements attached as exhibits hereto and to consummate the transactions contemplated by this Agreementhereby and thereby. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby, including the execution, delivery and performance of the agreements attached as exhibits hereto, has been duly and validly authorized by the Board of Director of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance of this AgreementAgreement and the consummation by Parent of the transactions contemplated hereby, including the execution, delivery and performance of the agreements attached as exhibits hereto. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in this Agreement constitutes a valid and binding obligation of the case of each Shareholder that is not a natural person), execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its termsterms except that the enforcement hereof may be limited by (a) bankruptcy, subject insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to the Bankruptcy creditors' rights generally, and Equity Exception(b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Neither the execution and delivery of this Agreement by Legal Proceedings. There are no Actions pending or, to Parent's knowledge, threatened against Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually at law or in the aggregateequity, reasonably be expected to have a material adverse effect on the that would affect their ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by or which, if determined adversely to Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made is or given, would not, individually or in the aggregate, reasonably reasonable could be expected to have a material adverse effect Material Adverse Effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementParent.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Parent has all necessary the requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and by Parent, the consummation by Parent of the transactions contemplated by this Agreement, which resolutions Agreement and the compliance by Parent with the provisions of this Agreement have not been subsequently rescinded, modified or withdrawn. No other duly authorized by all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or Agreement and compliance by Parent with the terms of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with or violate any provision of the certificate of incorporationincorporation or bylaws of Parent, bylaws or other comparable charter or organizational documents of Parent or (ii) any Contract to or by which Parent is a party or bound or to or by which any of the properties or assets of Parent is subject or bound or (xiii) violate subject to the governmental filings and other matters referred to in the following sentence, any Law or Judgment Judgment, in each case, applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, exceptassets other than, in the case of clause clauses (ii) and (iii), as would notany such conflicts, violations, breaches, defaults, terminations, cancelations, accelerations, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate are not reasonably be expected likely to have a (x) impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No Consent is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and or the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions as contemplated by this the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholders as follows: Parent has all necessary the requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and by Parent, the consummation by Parent of the transactions contemplated by this Agreement, which resolutions Agreement and the compliance by Parent with the provisions of this Agreement have not been subsequently rescinded, modified or withdrawn. No other duly authorized by all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming the due authorization (in the case of with respect to each Shareholder Stockholder that is not a natural person), execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery of this Agreement by Parent, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or Agreement and compliance by Parent with the provisions of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with the Certificate of Incorporation or violate any provision By-laws of the certificate of incorporationParent, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent is a party or any of its Subsidiaries are a party properties or accelerate Parent’s assets is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any of (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or its Subsidiaries’properties or assets, if applicable, obligations under any such Contract, exceptother than, in the case of clause clauses (ii) and (iii), as would notany such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate could not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement or the compli- ance by Parent with the provisions of this Agreement, except for (1) filings under the HSR Act and any other than applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such Consents thatreports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, if not obtainedapprovals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made or given, would not, individually or in the aggregate, aggregate could not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. Any Subject Shares purchased by Parent pursuant to this Agreement will be acquired for investment purposes only and not with a view to any public distribution thereof, and Parent shall not offer to sell or otherwise dispose of any Subject Shares so acquired by it in violation of any of the registration or prospectus delivery requirements of the Securities Act.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this AgreementParent. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or hereby and compliance by Parent with any of the terms or provisions hereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien on any properties or assets of Parent under, (i) conflict with or violate any provision of the certificate Second Amended and Restated Articles of incorporationIncorporation or by-laws of Parent, bylaws or other comparable charter or organizational documents of Parent or (ii) any Contract to which Parent is a party or by which any of its properties or assets are bound or (xiii) violate subject to the filings and other matters referred to in the last sentence of this Section 2, any Law judgment, order, decree, statute, law, ordinance, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of the termsassets, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, except in the case of clause each of clauses (ii) and (iii), as would not, individually or in the aggregate, is not reasonably be expected likely to (x) have a material adverse effect Material Adverse Effect on Parent, (y) impair the ability of Parent to perform its obligations under this Agreement or to consummate (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement. No Consent consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is necessary for required 4 by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and or the consummation by Parent of the transactions contemplated by hereby except for such filings under the Exchange Act as may be required in connection with this Agreement, other than such Consents that, if Agreement and the transactions contemplated hereby and except those which are not obtained, made or given, would not, individually or in the aggregate, reasonably be expected likely to (x) have a material adverse effect Material Adverse Effect on Parent, (y) impair the ability of Parent to perform its obligations under this Agreement or to consummate (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this AgreementAgreement and the Merger Agreement (collectively, the "Transactions"). The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated Transactions have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and or to consummate the consummation by Parent of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery of this Agreement and the consummation of the Transactions do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the memorandum or articles of association or similar organizational documents of Parent, (ii) any Contract applicable to Parent or its properties or assets or subject to the Bankruptcy governmental filings and Equity Exceptionother matters referred to in the following sentence, any (A) Laws or Judgments in each case, applicable to Parent or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that, individually or in the aggregate, would not have a Xxxxx Material Adverse Effect or impair the ability of Parent to consummate the Transactions or prevent or materially impede or delay the consummation of the Transactions. Neither No consent of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, nor Parent or the consummation by Parent of the transactions contemplated by Transactions, except for (1) filings under the HSR Act and the Foreign Antitrust Filings, (2) filings with the SEC of such documents under the Securities Act and the Exchange Act as may be required in connection with this Agreement, nor performance or compliance by Parent with any the Merger Agreement and the Merger, (3) the filing of the terms or provisions hereof, will (i) conflict Certificate of Merger with or violate any provision the Secretary of State of the certificate State of incorporation, bylaws or other comparable charter or organizational Delaware and appropriate documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any with the relevant authorities of the termsother jurisdictions in which the Company is qualified to do business, conditions (4) filings with the ISA, the TASE and NASDAQ and (5) such other items and consents, the failure of which to be obtained or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would notmade, individually or in the aggregate, reasonably be expected to would not have a material adverse effect on Xxxxx Material Adverse Effect or impair the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and Transactions or prevent or materially impede or delay the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementTransactions.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder of the Joining Equityholders as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent this Agreement, and, assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof of the Equityholder Joinder Agreement by each Shareholdersuch Joining Equityholder, this Agreement constitutes a legal, the valid and binding obligation of Parent, enforceable against Parent by such Joining Equityholder in accordance with its terms, except that such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and (B) is subject to the Bankruptcy rules governing the availability of specific performance, injunctive relief or other equitable remedies and Equity Exceptiongeneral principles of equity, regardless of whether considered in a proceeding in equity or at law. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate Parent, any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions provision of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or assets of Parent are bound or any provision of its Subsidiaries’, if applicable, obligations under any such Contract, except, in Order or any Law applicable to Parent or the case properties or assets of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementParent. No Consent of, or registration, declaration or filing with, any Governmental Entity or other Person is necessary for required to be obtained or made by or with respect to Parent in connection with the execution execution, delivery and delivery performance of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Stockholder that Parent (i) is duly incorporated, validly existing and in good standing under the laws of the State of New Jersey, and (ii) has all necessary requisite corporate or other applicable power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly authorized. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent. Parent has duly executed and delivered this Agreement, and, assuming this. Agreement constitutes the legal, valid and binding obligation of each of the other parties hereto, this Agreement constitutes a valid and binding obligation of Parent enforceable against Parent in accordance with its terms. The execution and delivery by Parent of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, (i) the Certificate of Incorporation or By-laws of Parent, (ii) any Contract to which Parent is a party or by this Agreement, which resolutions have not been subsequently rescinded, modified any properties or withdrawn. No other corporate action (including any shareholder vote or other action) on the part assets of Parent is necessary to authorize are bound in any way that would prevent the execution, delivery and performance consummation by Parent of the transactions contemplated by this Agreement or (iii) subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Parent or the properties or assets of Parent, in any way that would prevent the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered No Consent of, action by Parent andor in respect of, assuming due authorization (in the case of each Shareholder that or registration, declaration or filing with, any Governmental Entity is not a natural person), execution and delivery hereof required to be obtained or made by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against or with respect to Parent in accordance connection with its termsthe execution, subject to the Bankruptcy delivery and Equity Exception. Neither the execution and delivery performance of this Agreement by Parent, nor or the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or reports under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. (a) Parent hereby represents and warrants to each Shareholder Artal, as of the date hereof, as follows: Parent is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and has all necessary requisite corporate or other applicable power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by under this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and by Parent have been duly authorized by all necessary corporate action on the consummation part of Parent (based on the unanimous recommendation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No Special Committee) and no other corporate action (including any shareholder vote or other action) proceeding on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this AgreementParent. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof of this Agreement by each Shareholderthe Artal and the Company, constitutes a the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery of this Agreement by ParentParent do not, nor and the consummation performance by Parent of its obligations hereunder will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of, termination, cancellation or acceleration of any obligation, or to the transactions contemplated by this Agreementloss of a material benefit under, nor performance or compliance by Parent with result in the creation of any Lien in or upon any of the terms properties or provisions hereofother assets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or Parent, (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent is a party or is bound or any of its Subsidiaries are a party properties or accelerate Parent’s other assets is bound by or subject to or otherwise under which Parent has rights or benefits or (iii) subject to the governmental filings and other matters referred to in Section 4.3 of the Merger Agreement, any of Law applicable to Parent or its Subsidiaries’properties or other assets, if applicable, obligations under any such Contract, exceptother than, in the case of clause clauses (ii)) and (iii) above, as would notany such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregateaggregate are not reasonably likely to impair in any material respect or prevent or materially impede, reasonably be expected to have a material adverse effect on interfere with, hinder or delay the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereunder. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent Except as set forth in Section 4.3 of the transactions contemplated by this Merger Agreement, other than such Consents thatno consent, if not obtainedapproval, made order or givenauthorization of, would not, individually action by or in the aggregaterespect of, reasonably be expected or registration, declaration or filing with, any Governmental Entity is required by or with respect to have a material adverse effect on the ability Parent in connection with its execution, delivery and performance of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby and to comply with the terms hereof. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this AgreementParent, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby and compliance by Parent with the terms hereof have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the Certificate of Incorporation or By-laws of Parent, (ii) any Contract applicable to Parent or its properties or assets or (iii) subject to the Bankruptcy governmental filings and Equity Exceptionother matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or its properties or assets. Neither No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, nor Parent or the consummation by Parent of the transactions contemplated by hereby, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law or regulation and (2) filings with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement, nor performance or compliance Agreement and the transactions contemplated hereby. Any Subject Shares purchased by Parent pursuant to this Agreement will be acquired for investment only and not with a view to any public distribution thereof, and Parent shall not offer to sell or otherwise dispose of any Subject Shares so acquired by it in violation of any of the terms or provisions hereof, will (i) conflict with or violate any provision registration requirements of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementSecurities Act.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as of the date hereof and as of the Unconditional Date as follows: Parent is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent, its respective governing bodies and shareholders, as applicable. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent this Agreement, and, assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each ShareholderStockholder, this Agreement constitutes a legal, the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or Parent, (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions provision of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any assets of its Subsidiaries’Parent are bound or, if applicable, obligations under any such Contract, except, (iii) subject to the filings and other matters referred to in the case next sentence, any provision of clause (ii)any Law applicable to Parent or the properties or assets of Parent. No Consent of, as would notor registration, individually declaration or filing with, any Governmental Authority or other Person is required to be obtained or made by or with respect to Parent in connection with the aggregateexecution, reasonably be expected to have a material adverse effect on the ability delivery and performance of Parent to perform its obligations under this Agreement or the consummation of the issuance of the Subject Shares to consummate the transactions Stockholder other than as contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Purchase Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Holder that as followsof the date hereof and as of immediately prior to the Rollover Closing: Parent is a Delaware corporation, duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary requisite corporate or other applicable similar power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by this Agreement. The Management Board of Parent has adopted resolutions approving Xxxxxx and the execution, delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate actions or proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and, assuming Assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe other parties, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms; except for the applicable requirements of the Exchange Act and Laws of the State of Delaware and as set forth in the Merger Agreement, subject to (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the Bankruptcy part of Parent for the execution, delivery and Equity Exception. Neither performance of this Agreement by Parent or the execution consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms provisions hereof shall violate any material Contract to which Parent is a party or provisions hereofby which Parent or any of its property or asset is bound or affected, will (i) conflict with or violate any provision of the certificate of incorporationorder, bylaws writ, injunction, decree, statute, rule or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment regulation applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of assets; at the termsRollover Closing, conditions or provisions of any Contract the Parent Shares to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws, the organizational documents of Parent or the Shareholder Agreement; immediately after the Rollover Closing, the Parent Shares issued pursuant to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, shall be all of the performance Parent Shares outstanding (other than any shares which may have been issued by Parent in connection with the formation thereof, which in any event shall be forfeited or cancelled promptly following the Rollover Closing for no consideration); Parent and Merger Sub have no, and immediately prior to the Rollover Closing, will have no, assets (other than Parent’s equity interests in Merger Sub), liabilities or obligations of any nature other than those incident to its obligations hereunder formation and the consummation by Parent of the transactions contemplated by capitalization pursuant to this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Merger Agreement and the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated Transactions; and Merger Sub is wholly-owned by this AgreementParent.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver delivery this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any assets of its Subsidiaries’Parent are bound or, if applicable, obligations under any such Contract, except, subject to the filings and other matters referred to in the case next sentence, any provision of clause (ii)any Judgment or Law applicable to Parent or the properties or assets of Parent. No Consent of, as would notor registration, individually declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Parent in connection with the aggregateexecution, reasonably be expected to have a material adverse effect on the ability delivery and performance of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or reports under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to each Shareholder as follows: Company that (A) Parent has all necessary corporate or other applicable power is a corporation duly incorporated, validly existing and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate in good standing under the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation laws of the transactions contemplated by this AgreementState of Delaware, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other actionB) on the part of Parent is necessary to authorize the execution, execution and delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within Parent's corporate powers and have been duly authorized by all necessary corporate action, (C) this Agreement. This Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each ShareholderCompany, constitutes a legal, valid and binding obligation agreement of Parent, Parent enforceable against Parent in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to the Bankruptcy and Equity Exception. Neither general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (D) the execution and delivery by Parent of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby require no action by this Agreementor in respect of, or filing with, any governmental body, agency, official or authority (insofar as such action or filing relates to Parent) other than (i) compliance with any applicable requirements of the HSR Act, (ii) compliance with any applicable requirements of the Exchange Act, (iii) approvals and authorizations of self-regulatory and governmental organizations in the securities field and (iv) such Consents thatother consents, approvals and filings which, if not obtained, made obtained or givenmade, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on materially impair the ability of Parent to perform its obligations under consummate the transactions contemplated hereby, (E) the execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby do not and will not (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of Parent, Merger Sub or any Parent subsidiary, (ii) assuming compliance with the HSR Act, conflict with any law, regulation, judgment, injunction, order or decree applicable to Parent, Merger Sub or any Parent subsidiary, (iii) result in a breach of or a default under or give rise to a right of termination, cancellation or acceleration of, or result in the creation of a lien or encumbrance on any of the properties or assets of Parent, Merger Sub or any subsidiary of Parent pursuant to, any material agreement, contract or other instrument binding upon Parent, Merger Sub or any subsidiary of Parent, other than, in the case of each of (ii) and (iii), any such items that, individually or in the aggregate, would not materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Company that (A) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder; (B) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby; (C) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of ParentParent and, assuming this Agreement constitutes a legal, valid and binding obligation of the Company, is enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither ; (D) the execution and delivery of this Agreement by ParentParent do not, nor and the consummation performance of this Agreement by Parent of the transactions contemplated by this Agreementwill not, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision the Certificate of the certificate of incorporation, bylaws Incorporation or other comparable charter Bylaws or equivalent organizational documents of Parent or any of its subsidiaries, (ii) (x) conflict with or violate any Law law, rule, regulation, order, judgment or Judgment decree applicable to Parent or any of its Subsidiaries subsidiaries or by which its or any of their respective properties is bound or affected or (yiii) violate result in any breach of or constitute a default under (or an event that with notice or lapse of time or both would become a default) under, or impair Parent's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the termsproperties or assets of Parent or any of its subsidiaries pursuant to, conditions any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or provisions of any Contract other instrument or obligation to which Parent or any of its Subsidiaries are subsidiaries is a party or accelerate Parent’s by which Parent or any of its Subsidiaries’, if applicable, obligations under subsidiaries or its or any such Contract, except, in the case of clause their respective properties are bound or affected; and (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for E) the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would will not, individually require any consent, approval, authorization or in permit of, or filing with, or notification to, any Governmental Entity except pursuant to the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementHSR Act.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholders as follows: Parent has all necessary the requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and by Parent, the consummation by Parent of the transactions contemplated by this Agreement, which resolutions Agreement and the compliance by Parent with the provisions of this Agreement have not been subsequently rescinded, modified or withdrawn. No other duly authorized by all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming the due authorization (in the case of with respect to each Shareholder Stockholder that is not a natural person), execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery of this Agreement by Parent, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or Agreement and compliance by Parent with the provisions of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with the Certificate of Incorporation or violate any provision By-laws of the certificate of incorporationParent, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent is a party or any of its Subsidiaries are a party properties or accelerate Parent’s assets is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any of (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or its Subsidiaries’properties or assets, if applicable, obligations under any such Contract, exceptother than, in the case of clause clauses (ii) and (iii), as would notany such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate could not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement or the compliance by Parent with the provisions of this Agreement, except for (1) filings under the HSR Act and any other than applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such Consents thatreports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, if not obtainedapprovals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made or given, would not, individually or in the aggregate, aggregate could not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. Any Subject Shares purchased by Parent pursuant to this Agreement will be acquired for investment purposes only and not with a view to any public distribution thereof, and Parent shall not offer to sell or otherwise dispose of any Subject Shares so acquired by it in violation of any of the registration or prospectus delivery requirements of the Securities Act.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Holder that as followsof the date hereof and as of immediately prior to the Rollover Closing: Parent is a Delaware corporation, duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary requisite corporate or other applicable similar power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by this Agreement. The Management Board of Parent has adopted resolutions approving Pxxxxx and the execution, delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate actions or proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and, assuming Assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe other parties, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms; except for the applicable requirements of the Exchange Act and Laws of the State of Delaware and as set forth in the Merger Agreement, subject to (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the Bankruptcy part of Parent for the execution, delivery and Equity Exception. Neither performance of this Agreement by Parent or the execution consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms provisions hereof shall violate any material Contract to which Parent is a party or provisions hereofby which Parent or any of its property or asset is bound or affected, will (i) conflict with or violate any provision of the certificate of incorporationorder, bylaws writ, injunction, decree, statute, rule or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment regulation applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of assets; at the termsRollover Closing, conditions or provisions of any Contract the Parent Shares to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws, the organizational documents of Parent or the Shareholder Agreement; immediately after the Rollover Closing, the Parent Shares issued pursuant to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, shall be all of the performance Parent Shares outstanding (other than any shares which may have been issued by Parent in connection with the formation thereof, which in any event shall be forfeited or cancelled promptly following the Rollover Closing for no consideration); Parent and Merger Sub have no, and immediately prior to the Rollover Closing, will have no, assets (other than Parent’s equity interests in Merger Sub), liabilities or obligations of any nature other than those incident to its obligations hereunder formation and the consummation by Parent of the transactions contemplated by capitalization pursuant to this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Merger Agreement and the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated Transactions; and Merger Sub is wholly-owned by this Agreement.Parent. GOVERNANCE

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby and to comply with the terms hereof. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this AgreementParent, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby and compliance by Parent with the terms hereof have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the Certificate of Incorporation or By-laws of Parent, (ii) any Contract applicable to Parent or its properties or assets or (iii) subject to the Bankruptcy governmental filings and Equity Exceptionother matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or its properties or assets. Neither No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, nor Parent or the consummation by Parent of the transactions contemplated by hereby, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law or regulation and (2) filings with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement, nor performance or compliance Agreement and the transactions contemplated hereby. Any Subject Shares purchased by Parent pursuant to this Agreement will be acquired for investment only and not with a view to any public distribution thereof, and Parent shall not offer to sell or otherwise dispose of any Subject Shares so acquired by it in violation of any of the terms or provisions hereof, will (i) conflict with or violate any provision registration requirements of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementSecurities Act.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this AgreementAgreement and the Merger Agreement (collectively, the “Transactions”). The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated Transactions have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and or to consummate the consummation by Parent of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery of this Agreement and the consummation of the Transactions do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the memorandum or articles of association or similar organizational documents of Parent, (ii) any Contract applicable to Parent or its properties or assets or subject to the Bankruptcy governmental filings and Equity Exceptionother matters referred to in the following sentence, any (A) Laws or Judgments in each case, applicable to Parent or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that, individually or in the aggregate, would not have a Xxxxx Material Adverse Effect or impair the ability of Parent to consummate the Transactions or prevent or materially impede or delay the consummation of the Transactions. Neither No consent of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, nor Parent or the consummation by Parent of the transactions contemplated by Transactions, except for (1) filings under the HSR Act and the Foreign Antitrust Filings, (2) filings with the SEC of such documents under the Securities Act and the Exchange Act as may be required in connection with this Agreement, nor performance or compliance by Parent with any the Merger Agreement and the Merger, (3) the filing of the terms or provisions hereof, will (i) conflict Certificate of Merger with or violate any provision the Secretary of State of the certificate State of incorporation, bylaws or other comparable charter or organizational Delaware and appropriate documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any with the relevant authorities of the termsother jurisdictions in which the Company is qualified to do business, conditions (4) filings with the ISA, the TASE and NASDAQ and (5) such other items and consents, the failure of which to be obtained or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would notmade, individually or in the aggregate, reasonably be expected to would not have a material adverse effect on Xxxxx Material Adverse Effect or impair the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and Transactions or prevent or materially impede or delay the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementTransactions.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement Parent has been duly executed and delivered by Parent this Agreement, and, assuming due authorization (in this Agreement constitutes the case legal, valid and binding obligation of each Shareholder that is not a natural person)of the other parties hereto, execution and delivery hereof by each Shareholder, this Agreement constitutes a the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery by Parent of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by Parent with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent under, (i) the Restated Corporate Statutes of Parent, (ii) any Contract to which Parent is a party or otherwise applicable to Parent or the properties or assets of Parent or (iii) subject to the Bankruptcy governmental filings and Equity Exceptionother matters referred to in the following sentence, any Judgment or Applicable Law, in each case applicable to Parent or the properties or assets of Parent. Neither No Consent of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or reports under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and ---------------------------------------- warrants to each Shareholder as follows: Company that (A) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder; (B) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby; (C) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of ParentParent and, assuming this Agreement constitutes a legal, valid and binding obligation of the Company, is enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither ; (D) the execution and delivery of this Agreement by ParentParent do not, nor and the consummation performance of this Agreement by Parent of the transactions contemplated by this Agreementwill not, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision the Certificate of the certificate of incorporation, bylaws Incorporation or other comparable charter Bylaws or equivalent organizational documents of Parent or any of its subsidiaries, (ii) (x) conflict with or violate any Law law, rule, regulation, order, judgment or Judgment decree applicable to Parent or any of its Subsidiaries subsidiaries or by which its or any of their respective properties is bound or affected or (yiii) violate result in any breach of or constitute a default under (or an event that with notice or lapse of time or both would become a default) under, or impair Parent's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the termsproperties or assets of Parent or any of its subsidiaries pursuant to, conditions any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or provisions of any Contract other instrument or obligation to which Parent or any of its Subsidiaries are subsidiaries is a party or accelerate Parent’s by which Parent or any of its Subsidiaries’, if applicable, obligations under subsidiaries or its or any such Contract, except, in the case of clause their respective properties are bound or affected; and (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for E) the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would will not, individually require any consent, approval, authorization or in permit of, or filing with, or notification to, any Governmental Entity except pursuant to the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementHSR Act.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any assets of its Subsidiaries’Parent are bound or, if applicable, obligations under any such Contract, except, subject to the filings and other matters referred to in the case next sentence, any provision of clause (ii)any Judgment or Law applicable to Parent or the properties or assets of Parent. No Consent of, as would notor registration, individually declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent in connection with the aggregateexecution, reasonably be expected to have a material adverse effect on the ability delivery and performance of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or reports under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement and to comply with the terms of this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and by Parent, the consummation by Parent of the transactions contemplated by this Agreement, which resolutions Agreement and the compliance by Parent with the terms of this Agreement have not been subsequently rescinded, modified or withdrawn. No other duly authorized by all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Bankruptcy enforcement of creditors’ rights generally and Equity Exceptionby general principles of equity. Neither the The execution and delivery of this Agreement by Parent, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or Agreement and compliance by Parent with the provisions of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with the Certificate of Incorporation or violate any provision By-laws of the certificate of incorporationParent, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s bound by or to which any of the properties or assets of Parent is bound by or subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Law or Judgment, in each case, applicable to Parent or its Subsidiaries’, if applicable, obligations under any such Contract, exceptproperties or assets other than, in the case of clause clauses (ii) and (iii), as would notconflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate are not reasonably be expected likely to have a (x) impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or (y) prevent or materially impede, or (to consummate the knowledge of Parent as of the date hereof) materially delay, the consummation of any of the transactions contemplated by this Agreement. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and or the consummation by Parent of the transactions contemplated by this Agreementhereby, except for (1) filings under the HSR Act and any other than applicable competition, merger control, antitrust or similar law or regulation and (2) filings with the SEC of such Consents that, if not obtained, made reports or given, would not, individually other furnished or filed materials under the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated Transactions have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and or to consummate the consummation by Parent of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery of this Agreement and the consummation of the Transactions do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the articles of organization or by-laws or similar organizational documents of Parent, (ii) any Contract applicable to Parent or its properties or assets or (iii) subject to the Bankruptcy governmental filings and Equity Exceptionother matters referred to in the following sentence, any (A) Law or (B) Judgment in each case, applicable to Parent or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that, individually or in the aggregate, would not have a Parent Material Adverse Effect. Neither No Consent of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, nor Parent or the consummation by Parent of the transactions contemplated by this AgreementTransactions, nor performance except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or compliance by Parent similar Law, (2) filings with any the SEC of such reports under the Exchange Act as may be required in connection with the Transaction Agreements, the Merger and the other Transactions, (3) the filing of the terms or provisions hereof, will (i) conflict Certificate of Merger with or violate any provision the Secretary of State of the certificate State of incorporationDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, bylaws or (4) compliance with and such filings as may be required under applicable Environmental Laws, including ISRA, (5) such other comparable charter or organizational documents items and Consents, (A) that may be required under the applicable Law of Parent any foreign country, (B) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions or (iiC) (x) violate any Law that the failure of which to be obtained or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would notmade, individually or in the aggregate, reasonably be expected to would not have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: the Company that (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder; (b) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, and, assuming this Agreement constitutes a valid and binding obligation of the Company, is enforceable against Parent in accordance with its terms, terms subject to the Bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exception. Neither similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not (1) violate the certificate of incorporation or by-laws of Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i2) conflict with or violate any provision of the certificate of incorporationstatute, bylaws rule, regulation, order, judgment or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment decree applicable to Parent or by which it or any of its Subsidiaries properties or assets is bound or affected or (y3) violate result in any breach of or constitute a default under (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any of the termsproperty or assets of Parent pursuant to, conditions any note, bond, mortgage, indenture, contract, agreement, lease, license, or provisions of any Contract other instrument or obligation to which Parent is a party or by which Parent or any of its Subsidiaries are a party properties or accelerate Parent’s assets is bound or any of its Subsidiaries’, if applicable, obligations under any such Contract, affected (except, in the case of clause clauses (ii)2) and (3) above, as for violations, breaches, or defaults which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for Parent); (e) the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except for pre-merger notification requirements of its obligations hereunder the HSR Act; (f) any shares of the Company Common Stock acquired upon exercise of the Stock Option will be, and the consummation Stock Option is being, acquired by Parent for its own account and not with a view to the public distribution or resale thereof in any manner which would be in violation of applicable United States securities laws; and (g) prior to any delivery of shares of Parent Common Stock in consideration of the transactions contemplated by purchase of shares of the Company Common Stock pursuant hereto, Parent will have taken all necessary corporate action to authorize for issuance and to permit it to issue such shares of Parent Common Stock, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, other than such Consents thatwill be validly issued, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementfully paid and nonassessable.