Common use of The Transactions Clause in Contracts

The Transactions. (a) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Initial Effective Time, Merger Sub 1 shall be merged with and into the Company, whereupon the separate existence of Merger Sub 1 will cease with the Company surviving the First Merger (the “Company Surviving Corporation”) such that, following the First Merger, the Company will be a direct wholly owned subsidiary of HoldCo. The First Merger shall have the effects provided in this Agreement and as specified in the DGCL. (b) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and the DLLCA, at the LLC Conversion Effective Time, the Company Surviving Corporation shall be converted to a Delaware limited liability company (the “Company LLC”). (c) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub 2 shall be merged with and into HoldCo, whereupon the separate existence of Merger Sub 2 will cease with HoldCo surviving the Second Merger such that, following the Second Merger, the HoldCo Surviving Corporation will be a direct wholly owned subsidiary of Parent. The Second Merger shall have the effects provided in this Agreement and as specified in the DGCL. (d) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and DLLCA, immediately following the Effective Time, the HoldCo Surviving Corporation shall be merged with and into Merger Sub 3, whereupon the separate existence of the HoldCo Surviving Corporation will cease with Merger Sub 3 surviving the Third Merger (the “HoldCo Surviving Company”) such that, immediately following the Third Merger, the HoldCo Surviving Company will be a direct wholly owned subsidiary of Parent. The Third Merger shall have the effects provided in this Agreement and as specified in the DGCL and the DLLCA.

The Transactions. (ai) Upon the terms and subject Immediately prior to the satisfaction or valid waiver consummation of the conditions set forth in this AgreementSub Three Merger (referred to below), TCDI shall be merged (the "GREAT LAKE MERGER") with and into Insilco Sub Three in accordance with the DGCLGeneral Corporation Law of Delaware ("DELAWARE LAW"), whereupon the separate existence of TCDI shall cease, and Insilco Sub Three shall be the surviving corporation (the "GREAT LAKE SURVIVING CORPORATION"); (ii) Pursuant to the Great Lake Merger, the Great Lake Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of TCDI and Insilco Sub Three, all as provided under Delaware Law; (iii) Pursuant to the Great Lake Merger: (A) each TCDI share held by TCDI as treasury stock or owned by Insilco Sub Three or any subsidiary of Insilco Sub Three immediately prior to the effective time of the Great Lake Merger shall be canceled, and no payment shall be made with respect thereto; (B) each Insilco Sub Three Share outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Great Lake Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Great Lake Surviving Corporation; and (C) each TCDI share outstanding immediately prior to the Effective Time shall be cancelled and no payment shall be made with respect thereto. (A) The certificate of incorporation of Insilco Sub Three in effect at the Initial effective time of the Great Lake Merger shall be the certificate of incorporation of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (B) The bylaws of Insilco Sub Three in effect at the effective time of the Great Lake Merger shall be the bylaws of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (C) The directors of TCDI at the effective time of the Great Lake Merger shall be the directors of the Great Lake Surviving Corporation, and the officers of TCDI at the effective time of the Great Lake Merger shall be the officers of the Great Lake Surviving Corporation; (b) At the Effective Time, which shall occur immediately prior to the Closing: (i) Merger Sub 1 One shall be merged (the "SUB ONE MERGER") with and into Insilco Sub One in accordance with the CompanyWisconsin Business Corporation Law ("WISCONSIN LAW"), whereupon the separate existence of Merger Sub 1 will cease with One shall cease, and Insilco Sub One shall be the Company surviving the First Merger corporation (the “Company Surviving Corporation”) such that, following the First Merger, the Company will be a direct wholly owned subsidiary of HoldCo. The First Merger shall have the effects provided in this Agreement and as specified in the DGCL."SUB ONE SURVIVING CORPORATION"); (bii) Upon Insilco Sub Two shall be merged (the terms "SUB TWO MERGER") with and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and into Merger Sub Two in accordance with Delaware Law, whereupon the DGCL separate existence of Insilco Sub Two shall cease, and the DLLCA, at the LLC Conversion Effective Time, the Company Surviving Corporation Merger Sub Two shall be converted to a Delaware limited liability company the surviving corporation (the “Company LLC”"SUB TWO SURVIVING CORPORATION").; (ciii) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub 2 Three shall be merged with and into HoldCoInsilco Sub Three in accordance with Delaware Law, whereupon the separate existence of Merger Sub 2 will cease Three shall cease, and Insilco Sub Three shall be the surviving corporation (the "SUB THREE MERGER" and, together with HoldCo surviving the Second Sub One Merger such that, following and the Second Sub Two Merger, the HoldCo Surviving Corporation "MERGERS"); and (c) As soon as practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Mergers: (i) Insilco Sub One and 10 Merger Sub One will be file a direct wholly owned subsidiary certificate of Parentmerger with the Secretary of State of the State of Wisconsin and make all other filings or recordings required by Wisconsin Law in connection with the Merger and (ii) each of Insilco Sub Two and Merger Sub Two and Insilco Sub Three and Merger Sub Three will file a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Sub Two Merger and the Sub Three Merger. The Second Merger Mergers shall become effective concurrently at such time as the certificates of merger with respect to each of the Mergers have been duly filed with the effects provided in this Agreement and Secretary of State of the State of Wisconsin or the State of Delaware, as the case may be, or at such later time as is specified in each of the DGCLcertificates of merger (as to each such Merger, the "EFFECTIVE TIME"). (d) Upon the terms From and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and DLLCA, immediately following after the Effective Time: (i) pursuant to the Sub One Merger, the HoldCo Sub One Surviving Corporation shall possess all the rights, privileges, powers and franchises and be merged with subject to all of the restrictions, disabilities and into duties of Insilco Sub One and Merger Sub 3One, whereupon all as provided under Wisconsin Law; (ii) pursuant to the separate existence of the HoldCo Surviving Corporation will cease with Merger Sub 3 surviving the Third Merger (the “HoldCo Surviving Company”) such that, immediately following the Third Two Merger, the HoldCo Sub Two Surviving Company will Corporation shall possess all the rights, privileges, powers and franchises and be a direct wholly owned subsidiary subject to all of Parent. The Third the restrictions, disabilities and duties of Insilco Sub Two and Merger Sub Two, all as provided under Delaware Law; and (iii) pursuant to the Sub Three Merger, the Sub Three Surviving corporation shall have possess all the effects rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub Three and Merger Sub Three, all as provided in this Agreement and as specified in the DGCL and the DLLCAunder Delaware Law.

The Transactions. (a) Upon On the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCLMGCL and the MLLCA, as applicable: (a) at the Initial Company Merger Effective Time, Company Merger Sub 1 shall be merged merge with and into the Company, whereupon the separate corporate existence of Company Merger Sub 1 will shall cease with and the Company shall be the surviving the First Merger corporation (the “Company Merger Surviving Corporation”) such that, following the First Merger, the Company will be and a direct wholly owned subsidiary Subsidiary of HoldCo. The First Merger shall have the effects provided in this Agreement and as specified in the DGCL.Company Holdco; (b) Upon immediately following the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and the DLLCACompany Merger, at the LLC Conversion Effective Time, the Company Merger Surviving Corporation shall be converted to into a Delaware Maryland limited liability company (the “Company LLC”).; (c) Upon immediately following the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCLLLC Conversion, at the First Parent Merger Effective Time, First Parent Merger Sub 2 shall be merged merge with and into HoldCoCompany Holdco, whereupon the separate corporate existence of First Parent Merger Sub 2 will shall cease with HoldCo and Company Holdco shall be the surviving corporation in the Second First Parent Merger such that, following (the Second Merger, the HoldCo “First Parent Merger Surviving Corporation will be Corporation”) and a direct wholly owned subsidiary Subsidiary of Parent. The Second Parent Merger shall have the effects provided in this Agreement and as specified in the DGCL.Sub; and (d) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and DLLCA, immediately following the First Parent Merger, at the Second Parent Merger Effective Time, the HoldCo First Parent Merger Surviving Corporation shall be merged merge with and into Second Parent Merger Sub 3Sub, whereupon the separate corporate existence of the HoldCo First Parent Merger Surviving Corporation will shall cease with and Second Parent Merger Sub 3 shall be the surviving corporation in the Third Second Parent Merger (the “HoldCo Second Parent Merger Surviving CompanyCorporation”) such that, immediately following the Third Merger, the HoldCo Surviving Company will be and a direct wholly owned subsidiary Subsidiary of Parent. The Third Merger shall have the effects provided in this Agreement and as specified in the DGCL and the DLLCA.

The Transactions. (a) Upon the terms and subject to the satisfaction or valid waiver conditions of this Agreement, and in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the First Effective Time, Merger Sub One shall be merged with and into OfficeMax (the “First Merger”) and the separate corporate existence of Merger Sub One shall cease, and OfficeMax shall be the surviving corporation in the First Merger (“OfficeMax Surviving Corporation”) and shall become a wholly owned subsidiary of Mapleby Holdco. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), at the Conversion Effective Time, OfficeMax Surviving Corporation shall be converted into a Delaware limited liability company (“OfficeMax Converted LLC”) in accordance with Section 266 of the DGCL and Section 18-214 of the DLLCA (the “LLC Conversion”). (c) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Initial Second Effective Time, Merger Sub 1 Two shall be merged with and into Mapleby Holdco (the Company, whereupon “Second Merger”) and the separate corporate existence of Merger Sub 1 will cease with Two shall cease, and Mapleby Holdco shall be the Company surviving corporation in the First Second Merger (the “Company Mapleby Holdco Surviving Corporation”) such that, following the First Merger, the Company will be and shall become a direct wholly owned subsidiary of HoldCo. The First Merger shall have the effects provided in this Agreement and as specified in the DGCL. (b) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and the DLLCA, at the LLC Conversion Effective Time, the Company Surviving Corporation shall be converted to a Delaware limited liability company (the “Company LLC”). (c) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub 2 shall be merged with and into HoldCo, whereupon the separate existence of Merger Sub 2 will cease with HoldCo surviving the Second Merger such that, following the Second Merger, the HoldCo Surviving Corporation will be a direct wholly owned subsidiary of Parent. The Second Merger shall have the effects provided in this Agreement and as specified in the DGCLOffice Depot. (d) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL and the DLLCA, immediately following the Effective Time, the HoldCo Mapleby Holdco Surviving Corporation shall be merged with and into Merger Sub 3Three (the “Third Merger” and, whereupon together with the First Merger, the LLC Conversion and the Second Merger, the “Transactions”) and the separate corporate existence of the HoldCo Mapleby Holdco Surviving Corporation will cease with shall cease, and Merger Sub 3 Three shall be the surviving limited liability company in the Third Merger (the “HoldCo OfficeMax Surviving CompanyLLC”) such that, immediately following the Third Merger, the HoldCo Surviving Company will and shall be a direct wholly owned subsidiary of Parent. The Third Merger shall have the effects provided in this Agreement and as specified in the DGCL and the DLLCAOffice Depot.

The Transactions. (a) Upon Such Executing Stockholder has reviewed and understands the terms and conditions of this Agreement including: (i) the waiver and indemnification provisions set forth herein; that the Aggregate Merger Consideration payable herein is subject to the satisfaction or valid waiver offset of funds related to indemnity obligations, and such offset provisions are fair and reasonable to the Company and the Company’s Stockholders. (ii) that all of the conditions set forth Company Preferred Stock shall be converted into the Company Common Stock (at the conversion rate contemplated in the Certificate of Incorporation of the Company (being 1:1), immediately prior to the Closing Date, and to the extent such Executing Stockholder, as of the date of this Agreement, is a holder of Company Preferred Stock, also understands the effect of the conversion on the allocation of the Aggregate Merger Consideration between the Company Stockholders; (iii) that, as contemplated in the Merger Agreement, the Stockholder Representatives being appointed and authorized as true and lawful attorney-in-fact and agents to act in the name, place and stead of the Executing Stockholder in accordance with this Agreement; (iv) that (A) any and all rights, including, without limitation, rights of first refusal, preemptive rights, drag-along rights, registration rights and information rights, if any, under the Company Series A Agreements, be, and they hereby are, waived, such waiver to be effective at the Closing, and (B) the Company Series A Agreements are hereby terminated and shall be of no further force and effect, effective at the Closing; (v) that any and all rights that it has to the appoint any director or observer to the Board of Directors of the Company or any of its subsidiaries will terminate as of the Closing; (vi) that the Executing Stockholder hereby waives any and all notice that is, was or may be required by the DGCL, at the Initial Effective Time, Merger Sub 1 shall be merged with and into the Company, whereupon the separate existence Certificate of Merger Sub 1 will cease with Incorporation of the Company surviving and the First Merger (Bylaws of the “Company Surviving Corporation”) or otherwise, including without limitation in any agreement between the undersigned and the Company in connection with such that, following Executing Stockholder approval of the First Merger, the Company will be a direct wholly owned subsidiary of HoldCo. The First Merger shall have the effects provided in this Agreement and as specified in the DGCL. (b) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and Ancillary Agreements or the DLLCA, at the LLC Conversion Effective Time, the Company Surviving Corporation shall be converted to a Delaware limited liability company (the “Company LLC”). (c) Upon the terms and subject to the satisfaction transactions contemplated hereby or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub 2 shall be merged with and into HoldCo, whereupon the separate existence of Merger Sub 2 will cease with HoldCo surviving the Second Merger such that, following the Second Merger, the HoldCo Surviving Corporation will be a direct wholly owned subsidiary of Parent. The Second Merger shall have the effects provided in this Agreement and as specified in the DGCL. (d) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and DLLCA, immediately following the Effective Time, the HoldCo Surviving Corporation shall be merged with and into Merger Sub 3, whereupon the separate existence of the HoldCo Surviving Corporation will cease with Merger Sub 3 surviving the Third Merger (the “HoldCo Surviving Company”) such that, immediately following the Third Merger, the HoldCo Surviving Company will be a direct wholly owned subsidiary of Parent. The Third Merger shall have the effects provided in this Agreement and as specified in the DGCL and the DLLCA.thereby;

The Transactions. (a) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, at the Closing the following events shall occur in the following order (such transactions, collectively, the “Closing Transactions”): (a) first, (i) TAO Holdings shall redeem from ▇▇▇▇▇▇▇ and Tepperberg all limited liability company interests in TAO Holdings held by ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ as set forth in Exhibit F and in accordance exchange, distribute to ▇▇▇▇▇▇▇ and Tepperberg all right, title and interest in the number of Interests as set forth in Exhibit F, free and clear of all Liens and (ii) TAO Holdings shall redeem from TG Rollover Holdco the number of limited liability company interests in TAO Holdings as set forth in Exhibit F and, in exchange, distribute to TG Rollover Holdco all right, title and interest in the number of Interests as set forth in Exhibit F, free and clear of all Liens (the “TAO Holdings Redemption”); (b) second, immediately following the consummation of the TAO Holdings Redemption, TG Rollover Holdco shall redeem from each Rollover Seller all limited liability company interests in TG Rollover Holdco held by them as set forth in Exhibit G and, in exchange, distribute to such Rollover Sellers all right, title and interest in the number of Interests set forth in Exhibit G, free and clear of all Liens (the “TG Rollover Holdco Redemption”); (c) third, immediately following the consummation of the TG Rollover Holdco Redemption, the Rollover Sellers ((other than ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ Revocable Trust (collectively, the “▇▇▇▇▇▇▇ Members”), ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Revocable Trust (collectively, the “Tepperberg Members”) and Strategic Event Management & Marketing, Inc. and Strategic Management Services of Nevada Inc. (collectively, the “S/T Members”)) shall contribute to Rollover Aggregator, and Rollover Aggregator shall accept, all right, title and interest in the number of Interests set forth in Exhibit H, free and clear of all Liens, and in exchange each such Rollover Seller shall receive limited liability company interests in Rollover Aggregator with a percentage interest equal such to Rollover Seller’s Aggregator Percentage Interest, free and clear of all Liens (the DGCL“Aggregator Contribution”); (d) fourth, immediately following the consummation of the Aggregator Contribution, the ▇▇▇▇▇▇▇ Members, the Tepperberg Members, the S/T Members and Rollover Aggregator shall contribute to DB Holdings, and DB Holdings shall accept, all right, title and interest in the number of Interests set forth in Exhibit I (such Interests collectively, the “Rollover Interests”), free and clear of all Liens, and in exchange each of the ▇▇▇▇▇▇▇ Members, the Tepperberg Members, the S/T Members and Rollover Aggregator shall receive limited liability company interests in DB Holdings with a percentage interest equal to his or its DB Holdings Percentage Interest (the “DB Holdings Contribution”); (e) fifth, immediately following the consummation of the DB Holdings Contribution, DB Holdings shall contribute to Buyer, and Buyer shall accept, all right, title and interest in the Rollover Interests, free and clear of all Liens, (the “Buyer Contribution”); (f) sixth, only if the Debt Financing is funded at the Initial Closing and Buyer has provided the Seller Representative with written notice at least one (1) day prior to a contemplated Closing that Buyer intends for the incurrence of the Debt Financing to take place at Closing (the “Debt Merger Notice”), then immediately following the Buyer Contribution, Debt Merger Sub shall incur the Debt Financing (and in the event that the Deficit Amount is not zero, Buyer shall contribute the Deficit Amount to Debt Merger Sub), it being understood and agreed that if (A) the Debt Merger Notice is not timely given or (B) the Closing is required to occur pursuant to Section 2.1 and the Debt Financing is not incurred at the Closing, then this Section 1.1(f) through 1.1(h) and Section 1.2 below, as well as all other references in this Agreement to the Cash Distribution Amount, Debt Distribution, Debt Financing, Debt Financing Proceeds, Debt Financing Sources, Debt Merger, Debt Merger Effective Time, Debt Merger Sub, Deficit Amount, and Debt Merger Surviving Company, as well as all definitions and provisions to the extent solely related to the Debt Financing or the Debt Merger, shall be deemed deleted from this Agreement, and all cross-references and section references within this Agreement shall be deemed to be appropriately revised to account for such deletions; (g) seventh, immediately following the incurrence of the Debt Financing, Debt Merger Sub 1 shall be merged merge with and into the CompanyCompany in accordance with Section 1.3 below, whereupon the separate existence of Merger Sub 1 will cease with the Company surviving as the First Debt Merger (Surviving Company, and as a result of the “Company Surviving Corporation”) such that, following the First Debt Merger, the Company will be a direct wholly owned subsidiary of HoldCo. The First Merger shall have receive the effects provided in this Agreement Debt Financing Proceeds (and as specified in the DGCL.Deficit Amount, if any); (bh) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and the DLLCA, at the LLC Conversion Effective Time, the Company Surviving Corporation shall be converted to a Delaware limited liability company (the “Company LLC”). (c) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub 2 shall be merged with and into HoldCo, whereupon the separate existence of Merger Sub 2 will cease with HoldCo surviving the Second Merger such that, following the Second Merger, the HoldCo Surviving Corporation will be a direct wholly owned subsidiary of Parent. The Second Merger shall have the effects provided in this Agreement and as specified in the DGCL. (d) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and DLLCAeighth, immediately following the Effective TimeDebt Merger, the HoldCo Surviving Corporation Company shall be merged with (A) contribute to its applicable Subsidiaries a portion of Debt Financing Proceeds (and into Merger Sub 3the Deficit Amount if any) in order for such Subsidiaries to make the payments described in Section 1.7(a)(iii) and Section 1.7(a)(iv) (in each case as set forth on the Payment Spreadsheet) and (B) pursuant to Section 1.7(a)(ii), whereupon distribute to the separate existence of Sellers the HoldCo Surviving Corporation will cease with Merger Sub 3 surviving the Third Merger Cash Distribution Amount based on each Seller’s Pro Rata Portion (the “HoldCo Surviving CompanyDebt Distribution”); (i) such thatninth, if the Debt Merger occurs, immediately following the Third MergerDebt Distribution, or if the Debt Merger does not occur, immediately following the Buyer Contribution, each Seller shall sell and transfer to the Buyer, and the Buyer shall purchase and acquire from each such Seller, all of such Seller’s right, title and interest in and to the Interests (other than the Rollover Interests) (the “Transferred Securities”), which Interests (together with the Rollover Interests) do and shall constitute all of the issued outstanding Interests of the Company, free and clear of all Liens. (j) As consideration for the Transferred Securities the Buyer shall pay, in the manner described herein, an amount equal to the Funded Closing Consideration plus the Sellers’ Representative Holdback Amount. For the avoidance of doubt, all of the transactions described in Sections 1.1(a) through 1.1(j) shall occur at the Closing and the Closing shall be deemed to occur regardless of whether the Debt Merger is consummated. Except as otherwise expressly agreed in writing by the Sellers’ Representative and Buyer, and without affect to the ordering and timing of the effectiveness of the transactions in the manner set forth herein, none of the foregoing transactions in this Section 1.1 shall be effective as part of the Closing unless and until all of the transactions in this Section 1.1 are effected, and in the event Buyer fails to pay the Funded Closing Consideration in the manner described herein on the Closing Date, without limiting the remedies available to the Parties hereunder, the HoldCo Surviving Company will be a direct wholly owned subsidiary of Parent. The Third Merger Parties shall have unwind the effects provided in this Agreement and as specified in the DGCL and the DLLCAforegoing transactions.

The Transactions. (a) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, Article II and in accordance with the DGCLCayman Companies Act, on the SPAC Merger Date at the Initial SPAC Merger Effective Time, Merger Sub 1 SPAC, being a constituent party for the purpose of the Cayman Companies Act, shall be merged with and into Cayman Merger Sub, being a constituent party for the Companypurpose of the Cayman Companies Act. As a result of and following the SPAC Merger, whereupon (i) the separate corporate existence of SPAC shall cease, (ii) Cayman Merger Sub 1 will cease with shall continue as the Company surviving company (for the First purposes of the Cayman Companies Act) of the SPAC Merger (the “Company Surviving Corporation”) such that, following the First Merger, the Company will be as a direct wholly owned subsidiary Subsidiary of HoldCo. The First Holdings (provided that references to SPAC or Cayman Merger Sub herein for periods after the SPAC Merger Effective Time shall have include the effects provided in this Agreement SPAC Surviving Company), and as specified in (iii) Cayman Merger Sub shall become the DGCLsole owner of all of the issued and outstanding BVI Merger Sub Common Shares. (b) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Article II, on the SPAC Merger Date at the SPAC Merger Effective Time and concurrently with the consummation of the SPAC Merger, Holdings shall redeem each Holdings Common Share issued and outstanding immediately prior to the SPAC Merger (all of which are and shall be at the SPAC Merger Effective Time directly held by the Company) for par value. The Company, by execution of this Agreement, and in accordance with provides its written consent to such redemption for the DGCL and purposes of the DLLCA, at the LLC Conversion Effective Time, the Company Surviving Corporation shall be converted to a Delaware limited liability company BVI Companies Act (the “Company LLCRedemption Consent”). (c) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, Article II and in accordance with Article VIII, following the DGCLSPAC Merger Date, at on or prior to the Closing Date and prior to the Company Merger Effective Time, Cayman Merger Sub 2 shall be merged with distribute, transfer, convey, assign and into HoldCodeliver to Holdings, whereupon as the separate existence sole shareholder of Cayman Merger Sub, and Holdings shall accept and acquire, all of the BVI Merger Sub 2 will cease with HoldCo surviving the Second Merger such that, following the Second Merger, the HoldCo Surviving Corporation will be a direct wholly owned subsidiary of Parent. The Second Merger shall have the effects provided in this Agreement and as specified in the DGCLCommon Shares. (d) Upon the terms and subject to the satisfaction conditions set forth in this Article II and in Article VIII and the Company Transaction Support Agreement on the Closing Date and concurrently with the consummation of the Company Merger at the Company Merger Effective Time: (i) the Company Convertible Notes, other than any Company Exchangeable Notes, shall convert into the right to receive Holdings Common Shares A as if such Company Convertible Notes had first converted into Company Common Shares A in connection with a “SPAC Transaction” as defined in and in accordance with Section 2.3 of the terms of such Company Convertible Notes immediately prior to the Company Merger Effective Time (the hypothetical conversion of such Company Convertible Notes into Company Common Shares A, the “Hypothetical Convertible Note Conversion”) and immediately thereafter each such Company Common Share A was canceled, extinguished and converted into the right to receive a number of Holdings Common Shares A equal to the Exchange Ratio; and (ii) each Company Exchangeable Note shall be exchanged for the number of Holdings Common Shares A issuable in exchange therefor in connection with a “De-SPAC Completion Exchange” as defined in and in accordance with the terms of such Company Exchangeable Note (the conversion or valid waiver exchange of such Company Convertible Notes directly into Holdings Common Shares A pursuant to this Section 2.01(d), the “Convertible Note Conversion”). As a result of the Convertible Note Conversion and in accordance with the terms of the Company Convertible Notes and the Company Transaction Support Agreement, the Company Convertible Notes shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each former holder of Company Convertible Notes shall thereafter cease to have any rights with respect to such Company Convertible Notes (including any rights to acquire Company Shares upon conversion or exchange thereof). (e) Upon the terms and subject to the conditions set forth in this Agreement, Article II and in Article VIII and in accordance with the DGCL Subscription Agreements, on the Closing Date and DLLCA, immediately following prior to or substantially concurrent with the consummation of the Company Merger and the Company Merger Effective Time, Holdings will consummate the HoldCo Surviving Corporation Private Placements. (f) Upon the terms and subject to the conditions set forth in this Article II and in Article VIII and in accordance with the BVI Companies Act, on the Closing Date at the Company Merger Effective Time, BVI Merger Sub, being a constituent party for the purpose of the BVI Companies Act, shall be merged with and into Merger Sub 3the Company, whereupon being a constituent party for the separate existence purpose of the HoldCo Surviving Corporation will cease with Merger Sub 3 surviving BVI Companies Act. As a result of the Third Merger (the “HoldCo Surviving Company”) such that, immediately following the Third Company Merger, the HoldCo Surviving separate corporate existence of BVI Merger Sub shall cease, and the Company will be shall continue as the surviving company (for the purposes of the BVI Companies Act) of the Company Merger as a direct wholly owned subsidiary Subsidiary of Parent. The Third Holdings (provided that references to the Company or BVI Merger Sub herein for periods after the Company Merger Effective Time shall have include the effects provided Company Surviving Company). (g) Upon the terms and subject to the conditions set forth in this Agreement Article II and as specified in Article VIII, on the DGCL Closing Date at the Company Merger Effective Time, in accordance with the Holdings A&R Articles, each Holdings Common Share B that is outstanding immediately prior to the Company Merger Effective Time shall be converted, on a one-for-one basis, into one Holdings Common Share A. (h) At or prior to the SPAC Merger Effective Time and the DLLCACompany Merger Effective Time (as applicable), the parties hereto and their respective boards, as applicable, shall adopt any resolutions and take any similar actions that are necessary to effectuate the Transactions.

The Transactions. (a) Upon the terms and subject to the satisfaction or valid waiver conditions of this Agreement, and in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Initial Effective Time, Merger Sub 1 shall be merged with and into the Company (the “First Merger”) and the separate corporate existence of Merger Sub 1 shall cease, and the Company shall be the surviving corporation in the First Merger (“Verona Surviving Company”) and shall become a wholly owned subsidiary of Holdco. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), at the Conversion Effective Time, Verona Surviving Company shall be converted into a Delaware limited liability company (“Verona Converted LLC”) in accordance with Section 266 of the DGCL and Section 18-214 of the DLLCA (the “LLC Conversion”). (c) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Initial Closing Effective Time, Merger Sub 1 2 shall be merged with and into Holdco (the Company, whereupon “Second Merger”) and the separate corporate existence of Merger Sub 1 will cease with 2 shall cease, and Holdco shall be the Company surviving corporation in the First Second Merger (the “Company Holdco Surviving CorporationCompany”) such that, following the First Merger, the Company will be and shall become a direct wholly owned subsidiary of HoldCo. The First Merger shall have the effects provided in this Agreement and as specified in the DGCLParent. (bd) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL and the DLLCA, at the LLC Conversion Last Effective Time, the Holdco Surviving Company Surviving Corporation shall be converted to a Delaware limited liability company (the “Company LLC”). (c) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub 2 shall be merged with and into HoldCo, whereupon the separate existence of Merger Sub 2 will cease with HoldCo surviving the Second Merger such that, following the Second Merger, the HoldCo Surviving Corporation will be a direct wholly owned subsidiary of Parent. The Second Merger shall have the effects provided in this Agreement and as specified in the DGCL. (d) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and DLLCA, immediately following the Effective Time, the HoldCo Surviving Corporation shall be merged with and into Merger Sub 33 (the “Third Merger” and, whereupon together with the First Merger, the LLC Conversion and the Second Merger, the “Transactions”) and the separate corporate existence of the HoldCo Holdco Surviving Corporation will cease with Company shall cease, and Merger Sub 3 shall be the surviving limited liability company in the Third Merger (the “HoldCo Verona Surviving CompanyLLC”) such that, immediately following the Third Merger, the HoldCo Surviving Company will and shall be a direct wholly owned subsidiary of Parent. The Third Merger shall have the effects provided in this Agreement and as specified in the DGCL and the DLLCA.

The Transactions. The Company agrees that it shall, as soon as reasonably practical, apply to the Supreme Court of British Columbia (the "Court") pursuant to Section 252 of the BC Company Act for an interim order in form and substance reasonably satisfactory to both the Company and Cubist (the "Interim Order") providing for, among other things, the calling and holding of a special meeting of the Shareholders, and of holders of Company Options, Company Warrants and Company Convertible Debentures (the "Company Shareholder Meeting") for the purpose of considering and, if deemed advisable, approving a plan of arrangement involving Cubist, Acquisition Sub and the Company, substantially in the form attached hereto as EXHIBIT A (the "Arrangement" or "Plan of Arrangement"), the principal terms of which include: (a) Upon the terms description and authorization of a class of shares of Acquisition Sub that will have the rights, privileges and restrictions, and be subject to the satisfaction or valid waiver of the conditions conditions, set forth in this AgreementAPPENDIX A to the Plan of Arrangement; (b) an exchange of shares whereby each Company Share issued and outstanding immediately prior to the Effective Time (excluding shares held by Shareholders who perfect their statutory dissenters' rights as provided in Article 3 of the Plan of Arrangement) shall, automatically and without any further action on the part of the Shareholders, be deemed to be transferred at the Effective Time to the Acquisition Sub in exchange for (i) that number of Exchangeable Shares of Acquisition Sub as shall be equal to the Exchange Ratio or (ii) that number of shares of Cubist Common Stock as shall be equal to the Exchange Ratio, whichever of (i) or (ii) shall be elected by the holder of such Company Share prior to the Company Shareholder Meeting, whereupon (after giving effect to the transfer at the Effective Time of all Company Shares issued and outstanding immediately prior to the Effective Time) the Company shall become a wholly owned subsidiary of Acquisition Sub; (c) the assumption by Cubist of each Company Option outstanding at the Effective Time (and any related stock option plan) (excluding those held by dissenters who perfect their rights of dissent in accordance with Article 3 of the Plan of Arrangement) and the conversion of each such Company Option into an option (each, a "Replacement Option") to purchase a number of shares of Cubist Common Stock determined by multiplying the number of Company Shares subject to such Company Option by the Exchange Ratio (and rounding the result down to the nearest whole share), each such Replacement Option (I) to have an exercise price per share equal to quotient obtained by dividing (1) the exercise price per share in effect at the Effective Time of the Company Option of which such Replacement Option is a replacement, by (2) the Exchange Ratio (and rounding the result up to the nearest whole cent), and (II) to have the same vesting, expiration and other terms as such Company Option, all in accordance with the DGCLterms of the stock option plan and stock option agreement governing such Company Option (PROVIDED that in the event that a holder holds more than one Company Option, all of such Company Options, as well as the total number of Company Shares subject to all of such Company Options, shall be aggregated for purposes of implementing the assumption and conversion provisions of this Section 1.1(c)); (d) the assumption by Cubist of each Company Warrant outstanding at the Initial Effective TimeTime (excluding those held by dissenters who perfect their rights of dissent in accordance with Article 3 of the Plan of Arrangement) and the conversion of each such Company Warrant into a warrant (each, Merger Sub 1 shall be merged with a "Replacement Warrant") to purchase a number of shares of Cubist Common Stock determined by multiplying the number of Company Shares subject to such Company Warrant by the Exchange Ratio (and into rounding the Companyresult down to the nearest whole share), whereupon each such Replacement Warrant (I) to have an exercise price per share equal to quotient obtained by dividing (1) the separate existence exercise price per share in effect at the Effective Time of Merger Sub 1 will cease with the Company surviving Warrant of which such Replacement Warrant is a replacement, by (2) the First Merger Exchange Ratio (and rounding the “Company Surviving Corporation”result up to the nearest whole cent), and (II) such that, following the First Merger, the Company will be a direct wholly owned subsidiary of HoldCo. The First Merger shall to have the effects provided in this Agreement same expiration and other terms as specified in the DGCL. (b) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreementsuch Company Warrant, and all in accordance with the DGCL terms of the warrant instrument or warrant agreement governing such Company Warrant (PROVIDED that in the event that a holder holds more than one Company Warrant, all of such Company Warrants, as well as the total number of Company Shares subject to all of such Company Warrants, shall be aggregated for purposes of implementing the assumption and conversion provisions of this Section 1.1(d)); (e) the assumption by Cubist of each Company Convertible Debenture outstanding at the Effective Time (excluding those held by dissenters who perfect their rights of dissent in accordance with Article 3 of the Plan of Arrangement) and the DLLCAconversion of each such Company Convertible Debenture into a debenture (each, a "Replacement Convertible Debenture") convertible into a number of shares of Cubist Common Stock determined by multiplying the number of Company Shares into which such Company Convertible Debenture is convertible by the Exchange Ratio (and rounding the result down to the nearest whole share), each such Replacement Convertible Debenture (I) to have a conversion price per share equal to quotient obtained by dividing (1) the conversion price per share in effect at the LLC Conversion Effective Time, Time of the Company Surviving Corporation shall be converted to Convertible Debenture of which such Replacement Convertible Debenture is a Delaware limited liability company replacement, by (2) the “Company LLC”). Exchange Ratio (c) Upon and rounding the terms and subject result up to the satisfaction or valid waiver of the conditions set forth in this Agreementnearest whole cent), and (II) to have the same expiration and other terms as such Company Convertible Debenture, all in accordance with the DGCLterms of the instrument or agreement governing such Company Convertible Debenture (PROVIDED that in the event that a holder holds more than one Company Convertible Debenture, at all of such Company Convertible Debentures, as well as the total number of Company Shares into which all of such Company Convertible Debentures are convertible, shall be aggregated for purposes of implementing the assumption and conversion provisions of this Section 1.1(e)); and (f) a cap in the maximum aggregate number of shares of Cubist Common Stock and Exchangeable Shares to be issued in exchange for all Company Shares issued and outstanding immediately prior to the Effective Time, Merger Sub 2 upon exercise of any and all vested and unvested Replacement Options and Replacement Warrants and upon conversion of any and all Replacement Convertible Debentures, equal to the Aggregate Number of Consideration Shares. No adjustment shall be merged with made in the aggregate number of shares of Cubist Common Stock and into HoldCoExchangeable Shares issued or issuable pursuant to the Plan of Arrangement as a result of any consideration (in any form whatsoever) received by the Company from the date hereof to the Effective Time as a result of any exercise, whereupon the separate existence conversion or exchange of Merger Sub 2 will cease with HoldCo surviving the Second Merger such thatCompany Options, following the Second Merger, the HoldCo Surviving Corporation will be a direct wholly owned subsidiary of ParentCompany Warrants or Company Convertible Debentures. The Second Merger shall have the effects provided in this Agreement and as specified in the DGCL. (d) Upon the terms and subject to the satisfaction or valid waiver foregoing is only a summary of the Acquisition to be effected by the Plan of Arrangement. The terms, conditions and procedures for accomplishing the exchange of shares are set forth in this Agreement, and in accordance with the DGCL and DLLCA, immediately following the Effective Time, the HoldCo Surviving Corporation shall be merged with and into Merger Sub 3, whereupon the separate existence Plan of the HoldCo Surviving Corporation will cease with Merger Sub 3 surviving the Third Merger (the “HoldCo Surviving Company”) such that, immediately following the Third Merger, the HoldCo Surviving Company will be a direct wholly owned subsidiary of Parent. The Third Merger shall have the effects provided in this Agreement and as specified in the DGCL Arrangement and the DLLCAAppendices thereto and the foregoing is qualified by reference thereto.