Common use of Corporate Authority Relative to this Agreement; No Violation Clause in Contracts

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement to perform its obligations hereunder and to consummate the Transactions, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to perform its obligations hereunder be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the Transactionstransactions contemplated hereby and thereby, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has been or shall be, duly and validly authorized by all necessary corporate action on the part of Parent Board of Directors and Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of either Parent or any Parent Subsidiary Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the TransactionsMerger and the transactions contemplated hereby and thereby. Prior to the execution of this Agreement, the The Parent Board of Directors has (i) unanimously adopted resolutions approving determined that this Agreement and the TransactionsMerger are in the best interests of Parent and its shareholders, including the Merger, and authorizing (ii) approved the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Agreement (including the Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent the Share Issuance) and (iii) resolved to recommend the approval by its terms shareholders of the Share Issuance and to become effective immediately following submit the execution Share Issuance to the shareholders of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this AgreementParent for approval. This Agreement has been been, and the Parent Transaction Documents shall be, duly and validly executed and delivered by each of Parent and Merger Sub andSub, and assuming this Agreement constitutes and Parent Transaction Documents constitute the legal, valid and binding agreement of Partnershipthe counterparty thereto, constitutes this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent and or Merger Sub, as the case may be, enforceable against Parent and Merger Sub each of them, in accordance with its their terms, except as such enforcement may be subject to the Enforceability Remedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to perform its obligations hereunder and receipt of the Parent Shareholder Approval, to consummate the Transactions, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, except for (i) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar of Corporations DSOS, and (ii) in the case of the Republic issuance of shares of Parent Stock in connection with the Merger, the receipt of the Xxxxxxxx IslandsParent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. Prior On or prior to the execution of this Agreementdate hereof, the Parent Board of Directors has unanimously adopted resolutions approving (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and authorizing in the executionbest interests of Parent and the shareholders of Parent, delivery (y) approved and performance declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of this AgreementParent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the Merger, in each case, subject to Section 5.4 (the “Parent Board Recommendation”), and to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus. Parent, as sole shareholder stockholder of Merger Sub, has duly executed and delivered to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Parent Stockholder Approvals, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsParent Stockholder Approvals, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. Prior to As of the execution of this Agreementdate hereof, the Parent Board has resolved to recommend that Parent’s stockholders (A) approve an amendment to Parent’s Articles of Directors has unanimously adopted resolutions approving this Agreement Incorporation to increase the total number of shares of authorized Parent Common Stock as set forth on Section 4.3(a) of the Parent Disclosure Schedule (the “Charter Amendment”) and (B) approve the Transactionsissuance of shares of Parent Common Stock in connection with the Merger (the “Stock Issuance”) (collectively, including the Merger“Parent Recommendation”), and authorizing has directed that the execution, delivery Charter Amendment and performance Stock Issuance be submitted to the holders of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this AgreementParent Common Stock for approval. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Sub, and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement to perform its obligations hereunder and, assuming the representations and warranties set forth in Section 4.25 are true and correct and the Company Stockholder Approval is obtained, to consummate the Transactions, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors and, assuming the representations and warranties set forth in Section 4.25 are true and correct, except for the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsDSOS, no other corporate proceedings on the part of Parent the Company or any Parent Company Subsidiary are necessary to authorize the consummation of the TransactionsTransactions other than, with respect to the Merger, obtaining the Company Stockholder Approval. Prior to the execution of this Agreement, the Parent Company Board of Directors has unanimously adopted resolutions approving (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and authorizing in the execution, delivery and performance best interests of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement Company and the board stockholders of directors of Merger Sub has unanimously the Company, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and authorized subject to the executionconditions set forth herein, delivery in accordance with the requirements of the DGCL and performance of this Agreement(z) has adopted a resolution to make the Company Board Recommendation and to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus, in each case subject to Section 5.3. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has requisite corporate power and authority to enter into this Agreement and the Voting Agreement and, except (with respect to perform its obligations hereunder and Merger Sub) for the adoption of this Agreement by the sole stockholder of Merger Sub, which will be obtained promptly following the execution of this Agreement, to consummate the Transactionstransactions contemplated hereby and thereby, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the Voting Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board board of Directors directors of Merger Sub and, except for the adoption of this Agreement by the sole stockholder of Merger Sub and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby and thereby. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this This Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Voting Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has have been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe other parties hereto or thereto, each of this Agreement and the Voting Agreement constitutes the valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject terms (except to the Enforceability Exceptionsextent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate or similar power and authority to enter into this Agreement and, subject (in the case of the issuance of Parent Shares in connection with the Merger) to perform its obligations hereunder receipt of the Parent Shareholder Approval and (in the case of the Merger Sub) to the adoption of this Agreement by Merger Sub’s sole shareholder (which adoption shall occur immediately after the execution and delivery of this Agreement), to consummate the Transactions, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors andand (in the case of the issuance of Parent Shares in connection with the Merger, except for (i) receipt of the Parent Shareholder Approval and the adoption of this Agreement by Merger Sub’s sole shareholder and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar of Corporations of DSOS and the Republic of CA Merger Agreement with the Xxxxxxxx Islands, CSOS) no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. Prior On or prior to the execution of this Agreementdate hereof, the Parent Board of Directors has unanimously adopted resolutions approving (x) resolved that this Agreement and the Transactions, including the issuance of Parent Shares in connection with the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and authorizing subject to the executionconditions set forth herein, delivery in accordance with the requirements of the DGCL, and performance (z) resolved to recommend that the shareholders of this Agreement. Parent, as sole shareholder Parent vote in favor of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution approval of this Agreement and the board issuance of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including Parent Shares in connection with the Merger, and authorized to include such recommendations in the execution, delivery and performance of this AgreementJoint Proxy Statement/Prospectus. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and each other document to perform its obligations hereunder be entered into by Parent or Merger Sub in connection with the transactions contemplated hereby (together with this Agreement, the “Parent Transaction Documents”), and to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents and the consummation by each of them of the Merger have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate action on the part of either Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, and no other corporate proceedings proceeding on the part of Parent or any Parent Subsidiary vote of Parent’s securityholders are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. Prior to the execution of this Agreement, the The Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement Each Parent Transaction Document has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement each such Parent Transaction Document constitutes the legal, valid and binding agreement of Partnershipthe counterparty thereto, each of the Parent Transaction Documents constitutes the legal, valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except as such enforcement may be subject to the Enforceability Remedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement, and, subject to receipt of approval of this Agreement to perform its obligations hereunder by holders of at least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), and the occurrence of the shareholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such vote (the “Company Stockholder Advisory Vote”), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the Transactions transactions contemplated hereby have been or shall be duly and validly authorized by the Parent Company Board of Directors and, except for the Company Stockholder Approval (and the occurrence of the Company Stockholder Advisory Vote) and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the Company’s securityholders are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. Prior to the execution of this Agreement, the Parent The Company Board of Directors has unanimously adopted resolutions approving (i) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the Transactions, including the MergerMerger are advisable to, and authorizing in the best interests of, the Company and its stockholders, (iii) approved the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized (iv) resolved that the execution, delivery and performance adoption of this AgreementAgreement be submitted to a vote at a meeting of the Company’s stockholders. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe counterparties thereto, constitutes the a legal, valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except as such enforcement may be subject to the Enforceability limitation of such enforcement by (A) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement to perform its obligations hereunder and to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the issuance of shares of Parent Common Stock or Verso First Lien Notes) have been duly and validly authorized by the Parent Board of Directors of Parent, the Board of Directors of Merger Sub, and the sole stockholder of Merger Sub, as applicable, and, except for the Parent Stockholder Approval and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby in accordance with the Parent Organizational Documents and the DGCL. Prior to As of the execution of this Agreementdate hereof, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder the Board of Directors of Merger Sub, has duly executed and delivered a written consent adopting this Agreementthe sole stockholder of Merger Sub have unanimously determined that it is in the best interest of Parent and its stockholders and Merger Sub and its stockholder, such written consent by its terms as applicable, and declared it advisable to become effective immediately following the execution of enter into this Agreement and consummate the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (ii) is subject to the Enforceability Exceptionsrules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Assuming the accuracy of the representations set forth in Section 3.14(a), each of Parent, Merger Sub 1 and Merger Sub have all 2 has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of Parent Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board, the Board of Managers of Services, the Board of Directors of Merger Sub, the Board of Managers of Merger Sub 2, by Parent, acting in its capacity as the sole member of Services and by Services, acting in its capacity as sole stockholder of Merger Sub 1 and as the sole member of Merger Sub 2, and, assuming the accuracy of the representations set forth in Section 3.14(a) and except for the Parent Stockholder Approval and the filing of the Articles Certificate of Merger, the Subsequent Certificate of Merger and the Parent Charter Amendment with the Registrar or Deputy Registrar Secretary of Corporations of State in accordance with the Republic of DGCL and the Xxxxxxxx IslandsDLLCA, as applicable, no other corporate or limited liability company proceedings on the part of Parent Parent, Services, Merger Sub 1 or any Parent Subsidiary Merger Sub 2 are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or to consummate the consummation Combination and the other transactions contemplated hereby and thereby. The Parent Board, at a meeting duly called and held, has unanimously (w) approved the Parent Charter Amendment, (x) determined that this Agreement and the transactions contemplated hereby, including the Parent Charter Amendment, are advisable and in the best interest of Parent and its stockholders, (y) as of the Transactions. Prior to the execution date of this Agreement, determined to recommend that such stockholders vote in favor of the approval of the Parent Board of Directors has unanimously adopted resolutions approving this Agreement Charter Amendment and the Transactions, including the Merger, Stock Issuance and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously (z) approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent Parent, Merger Sub 1 and Merger Sub 2 and, assuming this Agreement constitutes the a valid and binding agreement of Partnershipthe other parties hereto, constitutes the a valid and binding agreement of Parent Parent, Merger Sub 1 and Merger SubSub 2, enforceable against Parent Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, subject terms (except to the Enforceability Exceptionsextent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all has the requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, and, subject to perform its obligations hereunder receipt of (i) the approval of the Parent Share Issuance by a vote of the holders of the majority of the Parent Common Stock having voting power present in person or represented by proxy at the Parent Stockholders’ Meeting, (ii) the approval of the Parent Charter Amendment by a vote of the holders of a majority of the issued and outstanding shares of Parent Common Stock entitled to consummate vote thereon and (iii) the Transactions, including the Merger. The execution, delivery and performance by Parent and Merger Sub adoption of this Agreement and the Merger by the vote of the holders of a majority of the issued and outstanding shares of Parent Common Stock entitled to vote thereon (clauses (i), (ii) and (iii) together, the “Parent Stockholder Approval”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Support Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board of Directors and, except for the filing Parent Stockholder Approval and the approval of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islandsthis Agreement by Parent, no other corporate proceedings action on the part of Parent or any Parent Subsidiary vote of Parent’s stockholders are necessary to authorize the execution and delivery by Parent of this Agreement and the consummation of the Transactionstransactions contemplated hereby. Prior to the execution of this Agreement, the The Parent Board of Directors has unanimously adopted resolutions approving (i) declared advisable and approved this Agreement and the TransactionsSupport Agreements and the transactions contemplated hereby and thereby, including the Merger, the Parent Share Issuance, the issuance of the Parent New Preferred Stock and authorizing the executionParent Charter Amendment, delivery (ii) resolved to recommend that Parent’s stockholders approve and performance of adopt this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed Agreement and delivered a written consent adopting the transactions contemplated by this Agreement, such written consent by its terms including the Merger, the Parent Share Issuance and the Parent Charter Amendment (the recommendation referred to become effective immediately following in this clause (ii), the execution “Parent Recommendation”), and (iii) directed that the approval and adoption of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement Merger, the Parent Share Issuance and the Transactions, including Parent Charter Amendment be submitted for adoption and approval by the Merger, holders of Parent Common Stock. The vote of the holders of the majority of the Parent Common Stock having voting power present in person or represented by proxy at the Parent Stockholders’ Meeting is the only vote or consent of Parent’s stockholders necessary to approve the Parent Share Issuance. The vote of the holders of a majority of the issued and authorized outstanding shares of Parent Common Stock entitled to vote thereon is the execution, delivery only vote or consent of Parent’s stockholders necessary to approve and performance of adopt this Agreement, the Merger and the Parent Charter Amendment. No vote of stockholders is required for the issuance of the Parent New Preferred Stock. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Parent, and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, constitutes the legal, valid and binding agreement of Parent Parent, and Merger Sub, is enforceable against Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to the Enforceability Remedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the Merger) to receipt of the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions, including the Merger. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors andand (in the case of the Merger, except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, WDFI) no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. Prior On or prior to the execution of this Agreementdate hereof, the Parent Company Board of Directors has unanimously adopted resolutions approving (A) resolved that this Agreement and the Transactions, including the Merger, are advisable and authorizing fair to, and in the executionbest interests of, delivery the Company and performance of this Agreement. Parentthe Company shareholders, as sole shareholder of Merger Sub, has duly executed (B) adopted resolutions adopting and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of approving this Agreement and the board consummation of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, on the terms and authorized subject to the executionconditions set forth herein, delivery in accordance with the requirements of the WBCL and performance of this Agreement(C) adopted a resolution to make, subject to Section 5.3, the Company Board Recommendation. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (clauses (1) and (2), collectively, the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Stockholder Approval”) present at a meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”), to consummate the Transactionstransactions contemplated hereby and thereby, including the MergerMergers. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the boards of directors (or equivalent) of each of Parent Board of Directors andand Merger Sub, and except for the Parent Stockholder Approval and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of either Parent or any Parent Subsidiary Merger Sub or vote of Parent’s securityholders are necessary to authorize the consummation of the TransactionsMerger and the transactions contemplated hereby. Prior to the execution of this Agreement, the The Parent Board of Directors has unanimously adopted resolutions approving (i) determined that this Agreement and the TransactionsMerger are in the best interests of Parent and its stockholders, including the Merger, and authorizing (ii) approved the execution, delivery and performance by Parent of this Agreement. Parent, as sole shareholder and the consummation of the transactions contemplated hereby (including the Merger Suband the Share Issuance), has duly executed and delivered a written consent adopting this Agreement, such written consent (iii) resolved to recommend the approval by its terms stockholders of the Share Issuance and submit the Share Issuance to become effective immediately following the execution stockholders of this Agreement and Parent for approval (the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement“Parent Recommendation”). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub andSub, and assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, constitutes the legal, valid and binding agreement of Parent and or Merger Sub, as the case may be, enforceable against Parent and Merger Sub each of them, in accordance with its their terms, except as such enforcement may be subject to the Enforceability Remedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement to perform its obligations hereunder and to consummate the Transactionstransactions contemplated by this Agreement, including the Merger. The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by each of them of the Merger have been duly and validly authorized by the Parent Board of Directors and the board of directors of Merger Sub and, assuming the accuracy of Section 3.2 and the Company’s compliance with Section 5.21, no other corporate proceedings on the part of either of Parent or Merger Sub or vote of Parent’s shareholders is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the TransactionsMerger. Prior to the execution of this Agreement, the The Parent Board of Directors has unanimously adopted resolutions approving this Agreement and (i) determined that the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the TransactionsMerger, including the issuance of shares of Parent Common Stock in connection with the Merger, are fair to, and authorized in the executionbest interests of, Parent and its shareholders, (ii) determined that it is in the best interests of Parent and its shareholders, and declared it advisable, to enter into this Agreement, (iii) duly and validly approved the execution and delivery and performance by Parent of this Agreement. This Agreement has been duly and validly executed and delivered , the performance by Parent of its covenants and agreements contained herein and the consummation of the Merger Sub and, assuming this Agreement constitutes upon the valid terms and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsconditions contained herein, and (iv) directed the issuance of shares of Parent Common Stock in connection with the Merger.

Corporate Authority Relative to this Agreement; No Violation. (a) Buyer Parent and Merger Sub have has all requisite necessary corporate power and authority to enter into execute, deliver, perform its obligations under and consummate the transactions contemplated by this Agreement and the Ancillary Agreements, to the extent it will be a party thereto. The consummation of the transactions contemplated hereby and thereby and the execution and delivery of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, and the performance of all of its obligations hereunder and thereunder have been duly authorized by Buyer Parent. The execution, delivery and performance by Buyer Parent of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, are not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Organizational Documents of Buyer Parent, or a material breach or a material default under any material Contract binding on Buyer Parent, or of any applicable Order. This Agreement has been duly executed and delivered by Buyer Parent, and the Ancillary Agreements will, at the Closing, be duly executed and delivered by Buyers to the extent Buyers are party thereto, and, assuming due and valid authorization, execution and delivery by each other Party thereto (other than any other Buyer), this Agreement constitutes, and when executed and delivered by Buyer Parent, to the extent Buyers are party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Buyers, as applicable enforceable against Buyers in accordance with their respective terms, except that the enforcement hereof or thereof may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (y) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Buyer Parent has all necessary corporate power and authority to cause each Buyer that is a party to any Ancillary Agreement to perform its such Buyer’s obligations hereunder thereunder and to consummate the Transactions, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized transactions contemplated by the Parent Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. Prior to the execution of this applicable Ancillary Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Each of Mars, Holdco and the Merger Sub have Subs has all requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Mars Stockholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Boards of Directors of Mars, Holdco and the Merger Subs, and the Board of Directors andof Mars has resolved to recommend that the stockholders of Mars approve the issuance of shares of Holdco Common Stock in the Mergers (the “Mars Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Mars at the Mars Meeting. The Board of Directors of each of Holdco and the Merger Subs has approved the execution, except delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers. Except for the Mars Stockholder Approval, the adoption of this Agreement by Mars as the sole stockholder of Holdco, the adoption of this Agreement by Holdco as the sole stockholder of each of the Merger Subs, and the filing of the Articles Certificates of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent Mars, Holdco or any Parent Subsidiary the Merger Subs are necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Mars, Holdco and the Merger Sub Subs and, assuming this Agreement constitutes the valid and binding agreement of PartnershipGalaxy, this Agreement constitutes the valid and binding agreement of Parent Mars, Holdco and the Merger SubSubs, enforceable against Parent each of Mars, Holdco and the Merger Sub Subs in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Company Stockholder Approval, to consummate the Transactions, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board board of Directors directors of the Company (the “Company Board”) and, except for the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent the Company or any Parent Company Subsidiary are necessary to authorize the consummation of the TransactionsTransactions other than, with respect to the Merger, obtaining the Company Stockholder Approval. Prior to the execution of this Agreement, at a meeting duly called and held, the Parent Company Board of Directors has unanimously adopted resolutions approving (i) determined that this Agreement and the Transactions, including the Merger, are advisable, fair to and authorizing in the executionbest interests of the Company and its stockholders, delivery (ii) approved and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved declared advisable this Agreement and the Transactions, including the Merger, on the terms and authorized subject to the executionconditions set forth herein, delivery in accordance with the requirements of the DGCL and performance (iii) resolved to recommend that the Company’s stockholders approve the adoption of this AgreementAgreement (such recommendation, the “Company Board Recommendation”) and to include the Company Board Recommendation in the Proxy Statement/Prospectus, in each case subject to Section 5.3. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the Enforceability Exceptionsenforcement of creditors’ rights generally and equitable principles of general applicability (the “Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the Merger) to receipt of the Company Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions, including the Merger. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors andand (in the case of the Merger, except for (i) receipt of the Company Stockholder Approval and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, DSOS) no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. Prior On or prior to the execution of this Agreementdate hereof, the Parent Company Board of Directors has unanimously adopted resolutions approving (x) resolved that this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board Pre-Merger Special Dividend, are fair to and in the best interests of directors the Company and the stockholders of Merger Sub has unanimously the Company, (y) approved and declared advisable this Agreement and the Transactions, including the MergerMerger and the Pre-Merger Special Dividend, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL, and authorized (z) has adopted a resolution to make, subject to Section 5.3, the execution, delivery and performance of this AgreementCompany Board Recommendation. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the Enforceability Exceptionsenforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Seller Parent and Merger Sub have has all requisite necessary corporate power and authority to enter into execute, deliver, perform its obligations under and consummate the transactions contemplated by this Agreement and the Ancillary Agreements, to the extent it will be a party thereto. The consummation of the transactions contemplated hereby and thereby and the execution and delivery of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, and the performance of all of its obligations hereunder and thereunder have been duly authorized by Seller Parent. The execution, delivery and performance by Seller Parent of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, are not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Organizational Documents of Seller Parent, or a material breach or a material default under any material Contract binding on Seller Parent, or of any applicable Order, and shall not result in any Lien (other than as may arise as a result of an action taken, or contract entered into, by Buyers or their Affiliates or other than Permitted Liens) on any of the Acquired Assets. This Agreement has been duly executed and delivered by Seller Parent, and the Ancillary Agreements will, at the Closing, be duly executed and delivered by Sellers to the extent Sellers are party thereto, and, assuming due and valid authorization, execution and delivery by each other Party thereto (other than any other Seller), this Agreement constitutes, and when executed and delivered by Seller Parent, to the extent Sellers are party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Sellers, as applicable enforceable against Sellers in accordance with their respective terms, except that the enforcement hereof or thereof may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (y) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Seller Parent has all necessary corporate power and authority to cause each Seller that is a party to any Ancillary Agreement to perform its such Seller’s obligations hereunder thereunder and to consummate the Transactions, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized transactions contemplated by the Parent Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. Prior to the execution of this applicable Ancillary Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the Merger) to perform its obligations hereunder and receipt of the Company Shareholder Approval, to consummate the Transactions, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors andand (in the case of the Merger, except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar of Corporations of DSOS and the Republic of CA Merger Agreement with the Xxxxxxxx Islands, CSOS) no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. Prior On or prior to the execution of this Agreementdate hereof, the Parent Company Board of Directors has unanimously adopted resolutions approving (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and authorizing in the execution, delivery and performance best interests of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement Company and the board shareholders of directors of Merger Sub has unanimously the Company, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and authorized subject to the executionconditions set forth herein, delivery in accordance with the requirements of the CGCL, and performance of this Agreement(z) has adopted a resolution to make, subject to Section 5.3, the Company Board Recommendation. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate or limited liability company power and authority to enter into this Agreement Agreement, subject to perform its obligations hereunder and receipt of Parent Stockholder Approval (as defined in Section 4.19 of this Agreement), to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of Parent and Parent, acting in its capacity as the sole member of Merger Sub, and, except for (i) the Parent Stockholder Approval and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby and thereby. Prior to the execution of this Agreement, the Parent The Board of Directors of Parent has unanimously adopted resolutions approving determined (x) that the transactions contemplated by this Agreement are fair to and in the Transactions, including best interest of Parent and its stockholders and (y) to recommend that such stockholders vote in favor of the Merger, and authorizing approval of the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this AgreementStock Issuance. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the a valid and binding agreement of Partnershipthe other parties hereto, constitutes the a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject terms (except to the Enforceability Exceptionsextent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Parent Stockholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of Parent and the Board of Directors of Merger Sub and by Parent, as the sole stockholder of Merger Sub and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsParent Stockholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. Prior to As of the execution of this Agreementdate hereof, the Parent Board of Directors of Parent has unanimously adopted resolutions approving this Agreement and resolved to recommend that Parent’s stockholders approve the Transactions, including issuance of shares (the Merger, and authorizing “Stock Issuance”) of Parent Common Stock in connection with the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following (the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement“Parent Recommendation”). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and each other document to perform its obligations hereunder be entered into by the Company in connection with the transactions contemplated hereby (together with this Agreement, the “Company Transaction Documents”) and, subject to (i) receipt of approval of this Agreement by holders of a majority of the shares of Company Common Stock entitled to vote thereon (the “Stockholder Merger Approval”), and (ii) adoption by holders of a majority of the shares of Company Common Stock entitled to vote thereon of an amendment to Article X of the Company’s certificate of incorporation to provide that Parent is not an “Interested Stockholder” as defined in such certificate of incorporation (the “Charter Amendment”) by a majority of the holders of the shares of Company Common Stock entitled to vote thereon (the “Charter Amendment Approval” and together with the Stockholder Merger Approval and the Disinterested Stockholder Approval, the “Company Stockholder Approval”), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the other Company Transaction Documents and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board Company Board, acting upon the recommendation of Directors the Company Special Committee, and, except for the filing of Stockholder Merger Approval and Charter Amendment Approval and the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsCharter Amendment, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the Company’s stockholders are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. Prior The Company Board has, acting in accordance with the recommendation of the Company Special Committee, (i) resolved to recommend that the Company’s stockholders adopt this Agreement and the Charter Amendment (including, with respect to the execution Charter Amendment, the approval of both a majority of the members of the Company Board and a majority of the “Continuing Directors” as defined in the Company’s certificate of incorporation) (the “Company Recommendation”), (ii) determined that this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement Merger and the TransactionsCharter Amendment are fair to and in the best interests of the Company’s stockholders, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting (iii) approved this Agreement, such written consent by its terms to become effective immediately following the execution Merger and the Charter Amendment, and (iv) directed that the adoption of this Agreement and the board Charter Amendment be submitted to a vote at a meeting of directors the Company’s stockholders. Each of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement Company Transaction Documents has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement each such Company Transaction Document constitutes the legal, valid and binding agreement of Partnershipthe counterparty thereto, each of the Company Transaction Documents constitutes the legal, valid and binding agreement of Parent the Company and Merger Sub, is enforceable against Parent and Merger Sub the Company in accordance with its terms, except as such enforcement may be subject to the Enforceability Exceptionsapplicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and general principles of equitable relief.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have Hurricane has all requisite corporate power and authority to enter into this Agreement and, assuming the representations and warranties set forth in Section 4.24 are true and correct and the Hurricane Stockholder Approval is obtained, to perform its obligations hereunder and to consummate the Transactions, including the Merger. The execution, delivery and performance by Parent and Merger Sub Hurricane of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Hurricane Board of Directors and, assuming the representations and warranties set forth in Section 4.24 are true and correct, except for the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent Hurricane or any Parent Hurricane Subsidiary are necessary to authorize the consummation of the TransactionsTransactions other than, with respect to the Merger, obtaining the Hurricane Stockholder Approval. Prior to the execution of this Agreement, the Parent Hurricane Board of Directors has unanimously adopted resolutions (A) declaring that this Agreement and consummation of the Transactions, including the Merger, are advisable and fair to, and in the best interests of Hurricane and its stockholders, (B) approving this Agreement and the Transactions, including the Merger, and (C) authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder (D) directing that the Agreement of Merger Subbe submitted for consideration at the Hurricane Special Meeting, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following (E) making the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the MergerHurricane Board Recommendation, and authorized (F) approving the executioninclusion of the Hurricane Board Recommendation in the Proxy Statement/Prospectus, delivery and performance of this Agreementin each case subject to Section 5.3. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Hurricane and, assuming this Agreement constitutes the valid and binding agreement of PartnershipCyclone and Merger Sub, constitutes the valid and binding agreement of Parent and Merger SubHurricane, enforceable against Parent and Merger Sub Hurricane in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors' rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (such exceptions in clauses (1) and (2), the "Enforceability Exceptions").

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Rovi, Parent and the Merger Sub have Subs has all requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Rovi Stockholder Approval, to consummate the Transactions, including the Merger. The Rovi Board, Parent and the Merger Subs at their respective duly held meetings have (i) determined that it is in the best interests of Rovi, Parent, the Merger Subs and their respective stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly Transactions, including the Rovi Merger, and validly authorized by thereby (iii) resolved to recommend that the stockholders of Rovi, Parent and the Merger Subs, as applicable, approve the adoption of this Agreement and (iv) resolved to recommend that the stockholders of Rovi approve the issuance of shares of Parent Common Stock in the Mergers (the “Rovi Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Rovi at the Rovi Stockholders Meeting. The Board of Directors andof each of Parent and the Merger Subs has approved the execution, except delivery and performance of this Agreement and the consummation of the Transactions, including the Mergers. Except for the Rovi Stockholder Approval, the adoption of this Agreement by Rovi as the sole stockholder of Parent, the adoption of this Agreement by Parent as the sole stockholder of each of the Merger Subs, and the filing of the Articles Certificates of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Rovi, Parent or any Parent Subsidiary the Merger Subs are necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Rovi, Parent and the Merger Sub Subs and, assuming this Agreement constitutes the valid and binding agreement of PartnershipRovi, this Agreement constitutes the valid and binding agreement of Rovi, Parent and the Merger SubSubs, enforceable against each of Rovi, Parent and the Merger Sub Subs in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of Parent Board of Directors andand Merger Sub, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, and no other corporate action or proceedings on the part of either Parent or any Parent Subsidiary are Merger Sub, or vote of Parent’s or Merger Sub’s stockholders, is necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the and delivery by Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution Sub of this Agreement and the board consummation of directors the transactions contemplated hereby, including the Merger. The Board of Directors of each of Parent and Merger Sub has unanimously (i) determined that this Agreement and the Merger are fair to and in the best interests of Parent’s or Merger Sub’s (as the case may be) stockholders and (ii) approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, Sub and is enforceable against Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate or limited liability company, as applicable, power and authority to enter into this Agreement and, subject (in the case of Parent) to the receipt of the Parent Shareholder Required Approvals, to perform its obligations hereunder and to consummate the Transactions, including the issuance of Parent Shares in connection with the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, and the sole member of Merger Sub and (except for (i) receipt of the Parent Shareholder Required Approvals and (ii) the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, WDFI) no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. Prior On or prior to the execution of this Agreementdate hereof, the Parent Board of Directors has unanimously adopted resolutions approving (A) resolved that this Agreement and the Transactions, including the issuance of Parent Shares in connection with the Merger, are advisable and authorizing in the execution, delivery best interests of Parent and performance the shareholders of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following (B) adopted resolutions approving the execution of this Agreement and the board consummation of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the MergerParent Share Issuance and the Parent Corporate Amendments, on the terms and subject to the conditions set forth herein, in accordance with the requirements of Irish law, and authorized (C) adopted a resolution to make, subject to Section 5.4, the execution, delivery and performance of this AgreementParent Board Recommendation. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of holders of capital stock of Parent is necessary, pursuant to applicable Law, the articles of incorporation or bylaws of Parent, pursuant to Nasdaq rules or otherwise, to approve this Agreement, the issuance of any Parent Common Stock to be exchanged for Company Common Stock pursuant to Article I or Article III or the Transactions. Each of Parent, Purchaser and Merger Sub have all requisite 2 has the required corporate or comparable power and authority to enter into execute and deliver this Agreement to perform its obligations hereunder and to consummate the Transactions, including the MergerOffer and the Mergers, subject only to the adoption of this Agreement by Parent as the sole stockholder of Purchaser and as the sole member of Merger Sub 2, both of which will occur immediately following the execution of this Agreement. The execution, delivery and performance of this Agreement by Parent and the Merger Subs and the consummation by each of them of the Transactions, including the Offer and the Mergers, have been duly and validly authorized by all necessary corporate or comparable action on the part of Parent and the Merger Subs, and, except as set forth in Section 5.3(b), no other corporate or comparable action on the part of any of Parent, Purchaser or Merger Sub 2 is necessary to authorize the execution and delivery by Parent and the Merger Subs of this Agreement and the consummation of the Transactions, including the Offer and the Mergers. The board of directors of Parent has approved this Agreement and the Transactions have been duly contemplated hereby, including the Offer and validly authorized the Mergers, and the performance by it of its covenants and agreements contained herein. The board of directors or manager, as applicable, of each of the Merger Subs has unanimously (i) determined that the terms of the Transactions, including the Offer and the Mergers are fair to, and in the best interests of, such Merger Sub and its stockholders, (ii) determined that it is in the best interest of such Merger Sub to enter into, and declared advisable, this Agreement and (iii) approved the execution and delivery, by such Merger Sub, of this Agreement (including the agreement of merger, as such term is used in Section 251 of the DGCL), the performance by the Parent Board Merger Subs of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize their covenants and agreements contained herein and the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement Offer and the board of directors of Merger Sub has unanimously approved this Agreement Mergers, upon the terms and subject to the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementconditions contained herein. This Agreement has been duly and validly executed and delivered by Parent and the Merger Sub Subs and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, this Agreement constitutes the legal, valid and binding agreement of Parent and the Merger Sub, Subs and is enforceable against Parent and the Merger Sub Subs in accordance with its terms, except as such enforcement may be subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate or similar power and authority to enter into this Agreement and, subject (in the case of the issuance of Parent Shares in connection with the Merger and the Consolidation) to perform its obligations hereunder and receipt of the Parent Shareholder Approvals, to consummate the Transactions, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors andand (in the case of the issuance of Parent Shares in connection with the Merger and the Consolidation, except for (i) receipt of the Parent Shareholder Approvals and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, DSOS) no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. Prior On or prior to the execution of this Agreementdate hereof, the Parent Board of Directors has unanimously adopted resolutions approving (x) resolved that this Agreement and the consummation of the Transactions, including the Merger, and authorizing the execution, delivery and performance issuance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including Parent Shares in connection with the Merger, is in the best interests of Parent, and authorized (y) resolved to recommend that the execution, delivery and performance shareholders of this AgreementParent vote in favor of the approval of the Parent Shareholder Resolutions. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the Enforceability Exceptionsenforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject, in the case of the Merger, to perform its obligations hereunder and the adoption of this Agreement by the sole stockholder of Merger Sub, to consummate the Transactions, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the board of directors of Parent Board of Directors (the “Parent Board”) and, except for the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx Islands, Delaware no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the sole stockholder of Merger Sub. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving authorized and approved this Agreement and the Transactions, including Transactions on the Merger, terms and authorizing subject to the execution, delivery and performance conditions set forth herein. A wholly owned subsidiary of this Agreement. Parent, as sole shareholder stockholder of Merger Sub, has duly executed and delivered to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Xxxxxx and Merger Sub have all requisite corporate power and authority to enter into this Agreement to perform its obligations hereunder and the CVR Agreement and to consummate the Transactions, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the CVR Agreement and the consummation of the Transactions have been duly and validly authorized by the board of directors of Parent Board of Directors (the “Parent Board”) and, except for the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx Islands, Delaware no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving authorized and approved this Agreement, the CVR Agreement and the Transactions, including Transactions on the Merger, terms and authorizing subject to the execution, delivery and performance of this Agreementconditions set forth herein. Parent, as sole shareholder stockholder of Merger Sub, has duly executed and delivered to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the MergerAgreement, and authorized promptly following the execution, delivery and performance execution of this Agreement, Merger Sub shall promptly deliver to the Company a copy of such written consent. This Agreement has been been, and as of the Effective Time the CVR Agreement will have been, duly and validly executed and delivered by Parent Xxxxxx and Merger Sub and, assuming Sub. Assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Company Shareholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions Merger and the transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsCompany Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the TransactionsMerger and the transactions contemplated hereby. Prior Each of the Special Committee and the Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, determined that the Merger and the transactions contemplated hereby are fair to and in the execution best interests of the Public Shareholders, and approved and adopted this Agreement. As of the date hereof, each of the Special Committee and the Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, has unanimously (as to those Board Members voting) resolved to recommend that the Company’s Public Shareholders approve this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement Merger and the Transactionstransactions contemplated hereby, subject to the terms and conditions set forth herein (including the MergerSpecial Committee’s recommendation, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement“Recommendation”). This Agreement has been duly and validly executed and delivered by Parent the Company, and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger Sub, this Agreement constitutes the valid and binding agreement of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Enforceability Exceptionseffects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of holders of capital stock of Parent is necessary, pursuant to applicable Law, the Parent and Merger Sub have all requisite Organizational Documents, Nasdaq rules or otherwise, to approve this Agreement or the issuance of any Parent Common Stock to be exchanged for Company Common Stock pursuant to ARTICLE II or the Transactions. Parent’s approval as the sole stockholder of Merger Sub is the only vote of the holders of any class or series of capital stock of Merger Sub that is necessary under applicable Law and the Parent and Merger Sub Organizational Documents to adopt, approve or authorize this Agreement and to consummate the Transactions. Each of Parent and Merger Sub has the required corporate power and authority to enter into execute and deliver this Agreement to perform its obligations hereunder and to consummate the Transactions, including the Merger, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by each of them of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate or comparable action on the part of any of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions. The boards of directors of Parent and Merger Sub have unanimously (i) determined that the terms of this Agreement and the Transactions have been duly are fair to, and validly authorized in the best interests of, Parent and Merger Sub, respectively, and their respective stockholders, (ii) determined that it is in the best interest of Parent and Merger Sub, respectively, and their respective stockholders to enter into, and declared advisable, this Agreement, and (iii) approved the execution and delivery by Parent and Merger Sub of this Agreement (including the Parent Board agreement of Directors andmerger, except for the filing as such term is used in Section 251 of the Articles of Merger with DGCL), the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, no other corporate proceedings on the part performance by each of Parent or any Parent Subsidiary are necessary to authorize and Merger Sub of its respective covenants and agreements contained herein and the consummation of the Transactions. Prior , upon the terms and subject to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementconditions contained herein. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, Sub and is enforceable against Parent and the Merger Sub in accordance with its terms, except as such enforcement may be subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and each other document to perform its obligations hereunder and be entered into by the Company in connection with the transactions contemplated hereby (together with this Agreement, the “Company Transaction Documents”) and, subject to receipt of approval of the adoption of this Agreement by holders of Company Common Stock representing two-thirds of the voting power thereof (the “Company Shareholder Approval”), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the other Company Transaction Documents and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Company Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsCompany Shareholder Approval, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the Company’s securityholders are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. Prior to the execution of this Agreement, the Parent The Company Board of Directors has unanimously adopted resolutions approving (i) resolved to recommend that the Company’s shareholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the TransactionsMerger are fair to and in the best interests of the Company’s shareholders, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously (iii) approved this Agreement and the Transactions, including the Merger, and authorized (iv) directed that the execution, delivery and performance adoption of this AgreementAgreement be submitted to a vote at a meeting of the Company’s shareholders. This Agreement Each of the Company Transaction Documents has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement each such Company Transaction Document constitutes the legal, valid and binding agreement of Partnershipthe counterparty thereto, each of the Company Transaction Documents constitutes the legal, valid and binding agreement of Parent the Company and Merger Sub, is enforceable against Parent and Merger Sub the Company in accordance with its terms, except as such enforcement may be subject to the Enforceability limitation of such enforcement by (1) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (2) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (ai) Parent and Merger Sub have Fleetmatics has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of this Agreement) to perform its obligations hereunder and receipt of the Fleetmatics Shareholder Approval, to consummate the Transactionstransactions contemplated hereby and thereby, including the MergerAcquisition. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized authorised by the Parent Fleetmatics Board of Directors and, except for (A) the Fleetmatics Shareholder Approval and (B) the filing of the Articles of Merger required documents and other actions in connection with the Registrar or Deputy Registrar of Corporations Scheme with, and to receipt of the Republic required approval of the Xxxxxxxx IslandsScheme by, the High Court, no other corporate proceedings on the part of Parent or any Parent Subsidiary Fleetmatics are necessary to authorize authorise the consummation of the Transactionstransactions contemplated hereby. Prior On or prior to the execution of this Agreementdate hereof, the Parent Fleetmatics Board of Directors has unanimously adopted resolutions approving determined that the transactions contemplated by this Agreement are fair to and in the best interests of Fleetmatics and the TransactionsFleetmatics Shareholders and has adopted a resolution to make, including subject to Clause 5.2 and to the Mergerobligations of the Fleetmatics Board under the Takeover Rules, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement Scheme Recommendation and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementrecommendation contemplated by Clause 3.6(c)(iii). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Fleetmatics and, assuming this Agreement constitutes the valid and binding agreement of PartnershipVerizon and Bidco, constitutes the valid and binding agreement of Parent and Merger SubFleetmatics, enforceable against Parent and Merger Sub Fleetmatics in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganisation, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Parent, US Holdco and each of the Merger Sub Subs have all requisite corporate or similar power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the First Merger) to perform its obligations hereunder and receipt of the Parent Shareholder Approval, to consummate the Transactions, including the MergerMergers. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors andand (in the case of the issuance of shares of Parent Stock in connection with the First Merger, except for (i) receipt of the Parent Shareholder Approval and (ii) the filing of the Articles First Certificate of Merger and Second Certificate of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, DSOS) no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. Prior On or prior to the execution of this Agreementdate hereof, the Parent Board of Directors has unanimously adopted resolutions approving (x) resolved that this Agreement and the Transactions, including the MergerMergers, are fair to and authorizing in the execution, delivery best interests of Parent and performance the shareholders of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed (y) approved and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved declared advisable this Agreement and the Transactions, including the Mergers, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DLLCA, and (z) resolved to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the First Merger, and authorized to include such recommendations in the execution, delivery and performance of this AgreementJoint Proxy Statement/Prospectus. This Agreement has been duly and validly executed and delivered by Parent Parent, US Holdco and each of the Merger Sub Subs and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Company, constitutes the valid and binding agreement of Parent Parent, US Holdco and each of the Merger SubSubs, enforceable against Parent Parent, US Holdco and each of the Merger Sub Subs in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the Merger) to receipt of the Company Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions, including the Merger. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors andand (in the case of the Merger, except for (i) receipt of the Company Stockholder Approval and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, DSOS) no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. Prior On or prior to the execution of this Agreementdate hereof, the Parent Company Board of Directors has unanimously adopted resolutions approving (A) resolved that this Agreement and the Transactions, including the Merger, are advisable and authorizing fair to, and in the executionbest interests of, delivery the Company and performance of this Agreement. Parentthe Company stockholders, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following (B) adopted resolutions approving the execution of this Agreement and the board consummation of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, on the terms and authorized subject to the executionconditions set forth herein, delivery in accordance with the requirements of the DGCL and performance of this Agreement(C) adopted a resolution to make, subject to Section 5.3, the Company Board Recommendation. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the Enforceability Exceptionsenforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into execute and deliver this Agreement to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of Parent Board of Directors andand Merger Sub, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, and no other corporate action or proceedings on the part of either Parent or any Parent Subsidiary are Merger Sub, or vote of Parent’s or Merger Sub’s stockholders, is necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the and delivery by Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution Sub of this Agreement and the board consummation of directors the transactions contemplated hereby, including the Merger. The Board of Directors of Parent and the Managers have unanimously (i) determined that this Agreement and the Merger Sub has unanimously are fair to and in the best interests of Parent’s stockholders or Merger Sub, respectively, and (ii) approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, Sub and is enforceable against Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and under this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Special Committee and the Board of Directors of the Company and, except for (i) the Company Stockholder Approval, and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. Prior to the execution of The Special Committee, at a meeting duly called and held, unanimously (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the stockholders of the Company (other than Parent and its affiliates) and (ii) recommended to the Board of Directors has unanimously adopted resolutions approving of the Company that it approve and declare advisable this Agreement and the Transactionsother transactions contemplated by this Agreement, including the Merger. The Board of Directors of the Company, at a meeting duly called and authorizing the executionheld, delivery and performance of this Agreement. Parentunanimously by those present, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting (i) determined that this Agreement, such written consent the Merger and the other transactions contemplated by its terms this Agreement are fair to, and in the best interests of, the stockholders of the Company, (ii) approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) declared this Agreement advisable, and (iv) resolved to become effective immediately following recommend that the execution of Company's stockholders approve and adopt this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and transactions contemplated hereby (the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement"Recommendation"). This Agreement has been duly and validly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of PartnershipSub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to perform its obligations hereunder and the receipt of the Company Shareholder Approval (as defined in Section 4.14), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company and, except for subject to the filing receipt of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsCompany Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactionstransactions contemplated hereby and thereby. Prior to the execution of this Agreement, the Parent The Board of Directors of the Company has unanimously adopted resolutions approving taken all appropriate action so that none of the Company, Parent or Merger Sub will be subject to the limitations on "business combinations" set forth in Part Thirteen of the TBCA by virtue of the Company, Parent and Merger Sub entering into this Agreement and consummating the Transactions, including transactions contemplated hereby. The Board of Directors of the Merger, Company has determined that the transactions contemplated by this Agreement are advisable and authorizing in the execution, delivery best interests of the Company and performance of that it will recommend to the Company's shareholders that they adopt this Agreement. ParentNeither the Company nor any affiliate or associate of the Company has, as sole shareholder at any time during the last three years, owned in excess of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following 15% of the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this AgreementParent Common Stock. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the a valid and binding agreement of Partnershipthe other parties hereto and the Company Shareholder Approval is received, this Agreement constitutes the a valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its termsterms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Neither the Company nor any of its Subsidiaries is subject to or obligated under any charter, by-law, joint venture or partnership agreement or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or, subject to the Enforceability Exceptionsreceipt of Company Shareholder Approval, carrying out the transactions contemplated by this Agreement, except for any breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (a) cause a change in control to occur under the Shareholders Agreement by and between Pool International Inc. and Arabian Petroleum Services Company ("Petroserv"), dated as of September 20, 1974, as amended to the date of this Agreement or under any other governing documents related thereto (collectively, the "Saudi Joint Venture Agreement"), (b) result in Petroserv having the right to acquire in excess of 65% of Pool Arabia, Ltd. or (c) result in Petroserv obtaining management control of Pool Arabia, Ltd. Other than in connection with or in compliance with the provisions of the TBCA, the Securities Act, the Exchange Act, the HSR Act, Section 4043 of ERISA and the securities or blue sky laws of the various states (collectively, the "Company Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect on the Company or substantially impair or delay the consummation of the transactions contemplated hereby.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Company Shareholder Approval (as hereinafter defined) in the case of the Merger, to consummate the Transactions, including Merger and the Mergerother transactions contemplated hereby. The Board of Directors of the Company, acting upon the recommendation of the Special Committee, at a duly held meeting has (i) determined that it is fair to and in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly transactions contemplated hereby, including the Merger, and validly authorized (iii) resolved to recommend that the shareholders of the Company approve the adoption of this Agreement (the “Recommendation”) and directed that this Agreement and the Merger be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Assuming the accuracy of the representations and warranties of the ESOP and Merger Sub set forth in Section 4.9, (i) the determinations, approvals and resolutions by the Parent Board of Directors andof the Company are sufficient to render inapplicable to the ESOP and Merger Sub and this Agreement, except the Merger and the other transactions contemplated hereby the restrictions on “business combinations” contained in Section 203 of the DGCL and (ii) to the knowledge of the Company, no other “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar antitakeover statute or regulation enacted under state or Federal laws in the United States applicable to the Company is applicable to the ESOP and Merger Sub and this Agreement, the Merger or the other transactions contemplated hereby. Except for the Company Shareholder Approval and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement or the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe ESOP and Merger Sub, constitutes the legal, valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and the Merger Sub have all Subs has the requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Stockholder Approval”) present at a meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”), to consummate the Transactionstransactions contemplated hereby and thereby, including the MergerMergers. The execution, execution and delivery and performance by Parent and the Merger Sub Subs of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the boards of directors (or equivalent) of each of Parent Board of Directors andand the Merger Subs, and except for the Parent Stockholder Approval and the filing of the Articles First Certificate of Merger and the Second Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of either Parent or any Parent Subsidiary the Merger Subs or vote of Parent’s securityholders are necessary to authorize the consummation of the TransactionsMergers and the transactions contemplated hereby. Prior to the execution of this Agreement, the The Parent Board of Directors has unanimously adopted resolutions approving (i) determined that this Agreement and the TransactionsMergers are in the best interests of Parent and its stockholders, including the Merger, and authorizing (ii) approved the execution, delivery and performance by Parent of this Agreement. Parent, as sole shareholder and the consummation of Merger Subthe transactions contemplated hereby (including the Mergers and the Share Issuance), has duly executed and delivered a written consent adopting this Agreement, such written consent (iii) resolved to recommend the approval by its terms stockholders of the Share Issuance and submit the Share Issuance to become effective immediately following the execution stockholders of this Agreement and Parent for approval (the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement“Parent Recommendation”). This Agreement has been duly and validly executed and delivered by each of Parent and the Merger Sub andSubs, and assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, constitutes the legal, valid and binding agreement of Parent and or the Merger SubSubs, as the case may be, enforceable against Parent and Merger Sub each of them, in accordance with its their terms, except as such enforcement may be subject to the Enforceability Remedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement to and perform its obligations hereunder and under this Agreement and, subject to receipt of the Company Shareholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company and, except for (i) the Company Shareholder Approval and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of or to consummate the Transactionstransactions contemplated hereby. Prior Subject to the execution of this AgreementSection 5.2(d), the Parent Board of Directors has unanimously of the Company has, by resolutions duly adopted resolutions approving at a meeting duly called and held, (x) duly and validly approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including (y) determined that the Merger, transactions contemplated by this Agreement are advisable and authorizing in the execution, delivery best interests of the Company and performance its shareholders and (z) resolved to recommend in accordance with applicable Law that the Company’s shareholders vote in favor of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed adoption and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution approval of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactionstransactions contemplated hereby, including the Merger, and authorized Merger (the execution, delivery and performance of this Agreement“Recommendation”). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Enforceability Exceptionseffects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into and deliver this Agreement Agreement, to perform its obligations hereunder and and, subject to receipt of the Company Shareholder Approval (as hereinafter defined), to consummate the Transactions, including the Mergertransactions contemplated hereby. The executionexecution and delivery of this Agreement, delivery and the performance by Parent and Merger Sub the Company of this Agreement its obligations hereunder and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors and, except for (i) the Company Shareholder Approval and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsTexas, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement or the consummation Merger or to consummate the transactions contemplated hereby. The Board has determined that it is in the best interests of the Transactions. Prior Company and its shareholders to the execution of enter into this Agreement and has resolved to recommend that this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution Company of this Agreement and the board consummation of directors of Merger Sub has unanimously approved this Agreement and the Transactionstransactions contemplated hereby, including the Merger, be approved by the holders of Company Agreement and authorized Plan of Merger Common Stock at the executionShareholders’ Meeting (including the Board’s recommendation, delivery and performance the “Recommendation”); provided that a withdrawal or modification after the date hereof by the Board of the Recommendation in accordance with Section 5.3 shall not be deemed a breach of the foregoing portion of this Agreementsentence. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity, and any implied covenant of good faith and fair dealing (the Enforceability Exceptions“Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Company Stockholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The Board of Directors of the Company at a duly held meeting in a unanimous vote of those directors present (which directors constituted a quorum) has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly transactions contemplated hereby, including the Merger, (iii) resolved to recommend that the stockholders of the Company approve the adoption of this Agreement (the “Recommendation”), (iv) directed that such matter be submitted for a vote of the stockholders of the Company at the Company Meeting, (v) assuming that the representations of Parent and validly authorized by Merger Sub set forth in Section 4.13 are correct, taken all necessary actions so that the Parent Board restrictions in Takeover Statutes are not applicable to the Company, Parent, Merger Sub or their Affiliates or the Guarantors or their Subsidiaries, or this Agreement or the transactions contemplated hereby (including the Merger) and (vi) exempted such Persons from being an “Acquiring Person” under the Rights Plan. The entering into of Directors andthis Agreement and the consummation of the transactions contemplated hereby, except including the Merger, will not result in the grant of any rights to any Person under the Rights Plan or enable or require the Rights to be exercised, distributed or triggered as a result thereof. Except for the Company Stockholder Approval and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement or the consummation of the Transactions. Prior transactions contemplated hereby (other than corporate proceedings taken on or prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementdate hereof). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Enforceability Exceptions“Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Seller Parent and Merger Sub have has all requisite necessary corporate power and authority to enter into execute, deliver, perform its obligations under and consummate the transactions contemplated by this Agreement and the Ancillary Agreements, to the extent it will be a party thereto. The consummation of the transactions contemplated hereby and thereby and the execution and delivery of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, OC\1994682.10 and the performance of all of its obligations hereunder and thereunder have been duly authorized by Seller Parent. The execution, delivery and performance by Seller Parent of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, are not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Organizational Documents of Seller Parent, or a material breach or a material default under any material Contract binding on Seller Parent, or of any applicable Order, and shall not result in any Lien (other than as may arise as a result of an action taken, or contract entered into, by Buyers or their Affiliates or other than Permitted Liens) on any of the Acquired Assets. This Agreement has been duly executed and delivered by Seller Parent, and the Ancillary Agreements will, at the Closing, be duly executed and delivered by Sellers to the extent Sellers are party thereto, and, assuming due and valid authorization, execution and delivery by each other Party thereto (other than any other Seller), this Agreement constitutes, and when executed and delivered by Seller Parent, to the extent Sellers are party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Sellers, as applicable enforceable against Sellers in accordance with their respective terms, except that the enforcement hereof or thereof may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (y) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Seller Parent has all necessary corporate power and authority to cause each Seller that is a party to any Ancillary Agreement to perform its such Seller’s obligations hereunder thereunder and to consummate the Transactions, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized transactions contemplated by the Parent Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. Prior to the execution of this applicable Ancillary Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and the receipt of the Company Stockholder Approval, to consummate the Transactionstransactions contemplated by this Agreement, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement by the Company and the consummation of the Transactions Merger have been duly and validly authorized by the Parent Company Board of Directors and, except for other than the Company Stockholder Approval and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsDelaware Secretary, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the Company’s stockholders are necessary to authorize the execution and delivery by the Company of this Agreement and the consummation of the TransactionsMerger. Prior to the execution of this Agreement, the Parent The Company Board of Directors has unanimously adopted resolutions approving (i) determined that this Agreement Agreement, the Merger and the Transactionsother transactions contemplated hereby are fair to, and in the best interests of, the Company and its stockholders, (ii) approved, authorized, adopted and declared advisable this Agreement, the Merger and other transactions contemplated hereby, including the Merger, and authorizing (iii) resolved to recommend that the execution, delivery and performance stockholders of this Agreement. Parent, as sole shareholder the Company vote in favor of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution adoption of this Agreement and the board transactions contemplated hereby and (iv) determined, after taking into account the preservation of directors the Tax Benefits (as defined in the Company Certificate), (A) to waive the application of Merger Sub has unanimously approved any restrictions contained in Article IV of the Company Certificate with respect to this Agreement and the TransactionsVoting Agreements, including and the transactions contemplated hereby and thereby, including, the Merger, and authorized including ensuring that the execution, delivery and performance restrictions set forth in Section E.2(a) of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming Article IV of the Company Certificate shall not apply to this Agreement constitutes and the valid Voting Agreements, and binding agreement the transactions contemplated hereby and thereby, including, the Merger, notwithstanding the effect of Partnershipany such waiver on the Tax Benefits (as such term is defined in the Company Certificate) and (B) that such waiver is in the best interests of the Company and its stockholders (together with clause (A), constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions“Company Rights Determinations”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the First Merger) to perform its obligations hereunder and receipt of the Company Stockholder Approval, to consummate the Transactions, including the MergerMergers. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors andand (in the case of the First Merger, except for (i) receipt of the Company Stockholder Approval and (ii) the filing of the Articles First Certificate of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, DSOS) no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. Prior On or prior to the execution of this Agreementdate hereof, the Parent Company Board of Directors has unanimously adopted resolutions approving (x) resolved that this Agreement and the Transactions, including the MergerMergers, are fair to and authorizing in the execution, delivery and performance best interests of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement Company and the board stockholders of directors of Merger Sub has unanimously the Company, (y) approved and declared advisable this Agreement and the Transactions, including the MergerMergers, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL, and authorized (z) has adopted a resolution to make, subject to Section 5.3, the execution, delivery and performance of this AgreementCompany Board Recommendation. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent, US Holdco and each of the Merger Subs, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject, in the case of the Merger, to perform its obligations hereunder and the adoption of this Agreement by the sole stockholder of Merger Sub, to consummate the Transactions, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the board of directors of Parent Board of Directors (the "Parent Board") and, except for the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx Islands, Delaware no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the sole stockholder of Merger Sub. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving authorized and approved this Agreement and the Transactions, including Transactions on the Merger, terms and authorizing subject to the execution, delivery and performance conditions set forth herein. A wholly owned subsidiary of this Agreement. Parent, as sole shareholder stockholder of Merger Sub, has duly executed and delivered to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception. The representations and warranties set forth in this Section 4.3(a) shall be made with respect to the Original Merger Agreement as of the Original Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Amcor, New Holdco and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, in the case of New Holdco, the Deed Poll, and, assuming the Amcor Shareholder Approval and, if required, the approvals for the New Holdco Capital Increase are obtained, to perform its obligations (x) hereunder and to consummate the TransactionsTransactions to which it is or is contemplated to be a party and (y) in the case of New Holdco, including under the MergerDeed Poll. The execution, delivery and performance by Parent Amcor, New Holdco and Merger Sub of this Agreement Agreement, and, in the case of New Holdco, the Deed Poll, and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors authorized, and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islandsas contemplated by this Agreement, no other corporate proceedings on the part of Parent Amcor or any Parent Amcor Subsidiary are necessary to authorize the consummation of the TransactionsTransactions other than the Amcor Shareholder Approval. Prior to As of the execution date of this Agreement, the Parent Amcor Board of Directors has unanimously adopted resolutions (i) declaring that this Agreement and the consummation of the Transactions are in the best interests of Amcor and the Amcor Shareholders, (ii) approving this Agreement and the Transactions, including the Merger, and (iii) authorizing the execution, delivery and performance of this Agreement, (iv) directing that the Scheme be submitted to the Court and submitted to a vote at the Scheme Meeting and (v) making the Amcor Board Recommendation. ParentSubject to the Enforceability Exceptions, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent Amcor, New Holdco and Merger Sub and, assuming this Agreement and constitutes the valid and binding agreement of PartnershipAmcor, constitutes the valid and binding agreement of Parent New Holdco and Merger Sub, enforceable against Parent Amcor, New Holdco and Merger Sub in accordance with its terms. As of the date of this Agreement, subject the board of directors of Merger Sub has unanimously adopted resolutions (i) declaring that this Agreement and the consummation of the Transactions are advisable and fair to, and in the best interests of, Merger Sub and its sole shareholder, New Holdco, (ii) approving this Agreement and the Transactions, (iii) authorizing the execution, delivery and performance of this Agreement, (iv) directing that this Agreement (which constitutes the plan of merger under the Missouri Code) be submitted to its sole shareholder, New Holdco, for approval and (v) recommending that its sole shareholder, New Holdco, approve this Agreement, and New Holdco has approved this Agreement and the Enforceability ExceptionsTransactions as the sole shareholder of Merger Sub. As of the date of this Agreement, the New Holdco Board and Amcor, as the majority shareholder of New Holdco, have approved this Agreement, the Deed Poll and Transactions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has requisite corporate power and authority to enter into this Agreement to perform its obligations hereunder and to consummate subject, in the Transactions, including case of the Merger, if required by applicable Law, to obtaining the Company Stockholder Approval. The Board of Directors (acting upon the unanimous recommendation of the Special Committee) at a duly held meeting has unanimously (i) determined that the Offer, the Merger and the other transactions contemplated hereby are fair and in the best interests of the Company and its stockholders (other than Parent, Merger Sub and their Affiliates), and declared it advisable to enter into this Agreement; (ii) approved the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly transactions contemplated hereby, including the Offer and validly authorized the Merger; (iii) resolved to recommend that the stockholders of the Company tender their Shares in the Offer or otherwise approve the adoption of this Agreement (the “Recommendation”) and directed that, to the extent required by the Parent Board DGCL, this Agreement and the Merger be submitted for consideration of Directors andthe stockholders of the Company at the Company Meeting; (iv) if applicable, except rendered any Takeover Laws and the limitations on business combinations contained in Section 203 of the DGCL inapplicable to the Offer, the Merger, this Agreement, the Support Agreements and the transactions contemplated hereby; and (v) authorized and approved the Top-Up Option and the issuance of the Top-Up Shares thereunder. Except, in the case of the Merger, if required by applicable Law for the Company Stockholder Approval and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors and by general principles of equity regardless of whether enforcement is considered in a proceeding in equity or at law.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Company Shareholder Approval (as hereinafter defined), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, and, except for (i) the Company Shareholder Approval and (ii) the filing of the Articles of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsTexas, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. Prior to Each of the execution Board of this Agreement, Directors of the Parent Company and the Special Committee of the Board of Directors has unanimously adopted resolutions approving resolved to recommend that the Company’s shareholders approve this Agreement and the Transactions, transactions contemplated hereby (including the MergerSpecial Committee’s recommendation, and authorizing the execution“Recommendation”), delivery and performance provided that a withdrawal or modification after the date hereof by the Board or the Special Committee of its Recommendation consistent with Section 5.3(d) shall not be deemed a breach of the foregoing sentence of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this AgreementSection 3.4(a). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe -12- TABLE OF CONTENTS (continued) Page Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity, and any implied covenant of good faith and fair dealing (the Enforceability Exceptions“Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the Merger) to perform its obligations hereunder and receipt of the Company Stockholder Approval, to consummate the Transactions, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors andand (in the case of the Merger, except for (i) receipt of the Company Stockholder Approval and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, DSOS) no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. Prior On or prior to the date hereof, the Company Board of Directors has unanimously (A) determined that the terms of the Merger are fair to, and in the best interests of, the Company and its stockholders, (B) determined that it is in the best interests of the Company and its stockholders to enter into, and declared advisable, this Agreement, (C) approved the execution and delivery by the Company of this Agreement, the Parent Board performance by the Company of Directors has unanimously adopted resolutions approving this Agreement its covenants and agreements contained herein and the Transactions, including consummation of the MergerMerger upon the terms, and authorizing subject to the executionconditions, delivery contained herein and performance of this Agreement. Parent(D) has adopted a resolution to make, as sole shareholder of Merger Subsubject to Section 5.3, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this AgreementCompany Board Recommendation. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Broadcom Parties, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and subject to general principles of equity (the Enforceability “Bankruptcy and Equity Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement to perform its obligations hereunder and to consummate the Transactionstransactions contemplated by this Agreement, including the Merger. The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by each of them of the Merger have been duly and validly authorized by the Parent Board of Directors and the board of directors of Merger Sub and, other than the filing of the Certificate of Merger with the Texas Secretary, no other corporate proceedings on the part of either of Parent or Merger Sub or vote of Parent’s stockholders is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the TransactionsMerger. Prior to the execution of this Agreement, the The Parent Board of Directors has unanimously adopted resolutions approving (i) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger and the issuance of shares of Parent Common Stock in connection with the Merger, (ii) determined that the terms of this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of Parent and authorizing its stockholders and (iii) duly and validly approved the execution, execution and delivery and performance by Parent of this Agreement. Parent, as sole shareholder the performance by Parent of Merger Sub, has duly executed its covenants and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement agreements contained herein and the board consummation of directors of Merger Sub has unanimously approved this Agreement and the Transactionstransactions contemplated hereby, including the Merger and the issuance of shares of Parent Common Stock in connection with the Merger, on the terms and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsconditions contained herein.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and the Voting Agreement and, except (with respect to perform its obligations hereunder and Merger Sub) for the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which will be obtained promptly following the execution of this Agreement, to consummate the Transactionstransactions contemplated hereby and thereby, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the Voting Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board of Directors of Merger Sub and, except for the adoption of this Agreement by the sole stockholder of Merger Sub and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement transactions contemplated hereby and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementthereby. This Agreement has and, with respect to Parent only, the Voting Agreement have been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe other parties hereto or thereto, each of this Agreement and, with respect to Parent only, the Voting Agreement constitutes the valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject terms (except to the Enforceability Exceptionsextent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into and deliver this Agreement Agreement, to perform its obligations hereunder and and, subject to receipt of the Company Shareholder Approval (as hereinafter defined), to consummate the Transactions, including the Mergertransactions contemplated hereby. The executionexecution and delivery of this Agreement, delivery and the performance by Parent and Merger Sub the Company of this Agreement its obligations hereunder and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors and, except for (i) the Company Shareholder Approval and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsTexas, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement or the consummation Merger or to consummate the transactions contemplated hereby. The Board has determined that it is in the best interests of the Transactions. Prior Company and its shareholders to the execution of enter into this Agreement and has resolved to recommend that this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution Company of this Agreement and the board consummation of directors of Merger Sub has unanimously approved this Agreement and the Transactionstransactions contemplated hereby, including the Merger, and authorized be approved by the executionholders of Company Common Stock at the Shareholders’ Meeting (including the Board’s recommendation, delivery and performance the “Recommendation”); provided that a withdrawal or modification after the date hereof by the Board of the Recommendation in accordance with Section 5.3 shall not be deemed a breach of the foregoing portion of this Agreementsentence. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity, and any implied covenant of good faith and fair dealing (the Enforceability Exceptions“Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all requisite has the corporate power and authority to enter into this Agreement and to perform carry out its obligations hereunder and to consummate the Transactions, including the Mergerhereunder. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board Boards of Directors and, except for the filing of the Articles of Parent and Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, Sub and no other corporate or stockholder proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the issuance of Parent Board of Directors has unanimously adopted resolutions approving this Agreement Common Stock and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementother transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, this Agreement constitutes the valid and binding agreement of Partnership, constitutes the a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub each of them in accordance with its termsterms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Neither Parent nor Merger Sub is subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or carrying out this Agreement, except for any breaches or violations which would not, in the Enforceability Exceptionsaggregate, reasonably be expected to have a Material Adverse Effect on Parent. Other than in connection with or in compliance with the provisions of the DGCL, the Securities Act, the Exchange Act, the HSR Act, the Communications Act, Section 4043 of ERISA, any non-United States competition, antitrust and investments laws and the securities, blue sky or antitrust laws of the various states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary for the consummation by Parent of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent; provided that Parent makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Company or any of its Significant Subsidiaries or facts specifically pertaining to any of them.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Company Shareholder Approval (as hereinafter defined), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, and, except for (i) the Company Shareholder Approval and (ii) the filing of the Articles of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsTexas, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. Prior to As of the execution date hereof, each of this Agreement, the Parent Board of Directors of the Company and the Special Committee of the Board of Directors has unanimously adopted resolutions approving resolved to recommend that the Company’s shareholders approve this Agreement and the Transactions, transactions contemplated hereby (including the MergerSpecial Committee’s recommendation, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement“Recommendation”). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity, and any implied covenant of good faith and fair dealing (the Enforceability Exceptions“Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into this Agreement to perform its obligations hereunder and to consummate the Transactions, including the Offer and the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors and, except for the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent the Company or any Parent the Company Subsidiary are necessary to authorize the consummation of the TransactionsTransactions other than, with respect to the Merger. Prior to the execution of this Agreement, at a meeting duly called and held, the Parent Company Board of Directors has unanimously adopted resolutions approving (i) determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable, fair to and authorizing in the best interests of the Company and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of this Agreement. ParentAgreement and the consummation of the Transactions, as sole shareholder including the Offer and the Merger, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL, (iv) resolved that the Merger Sub, has duly executed may be effected pursuant to Section 251(h) of the DGCL; and delivered a written consent adopting this Agreement, such written consent by its terms (iv) resolved to become effective immediately following (A) recommend that the execution Company’s stockholders tender their Shares to Merger Sub pursuant to the Offer and approve the adoption of this Agreement and the board Transactions (such recommendation, the “Company Board Recommendation”) and (B) include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.2, have not been subsequently amended, withdrawn or modified as of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance date of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of PartnershipSub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the Enforceability Exceptionsenforcement of creditors’ rights generally and equitable principles of general applicability (the “Bankruptcy and Equity Exception”). If the Merger is consummated in accordance with Section 251(h) of the DGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject, in the case of the Merger, to perform its obligations hereunder and the adoption of this Agreement by the sole stockholder of Merger Sub, to consummate the Transactions, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the board of directors of Parent Board of Directors (the “Parent Board”) and, except for the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx Islands, Delaware no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the sole stockholder of Merger Sub. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving authorized and approved this Agreement and the Transactions, including Transactions on the Merger, terms and authorizing subject to the execution, delivery and performance conditions set forth herein. A wholly owned subsidiary of this Agreement. Parent, as sole shareholder stockholder of Merger Sub, has duly executed and delivered to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception. The representations and warranties set forth in this Section 4.3(a) shall be made with respect to the Original Merger Agreement as of the Original Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to perform its obligations hereunder and receipt of the Company Shareholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors and, except for (i) the Company Shareholder Approval and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsOhio, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement or the consummation of the Transactionstransactions contemplated hereby. Prior to the execution of this Agreement, the Parent The Board of Directors Directors, at a meeting duly called and held, has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously (w) approved this Agreement and the TransactionsMerger and the other transactions contemplated hereby in accordance with the OGCL, including but not limited to specifically for purposes of Chapter 1704 thereof; (x) determined that the MergerMerger is fair to, advisable and in the best interests of the Company and its shareholders; (y) agreed to propose this Agreement and the transactions contemplated hereby for approval and adoption by the Company’s shareholders and (z) agreed to recommend that the Company’s shareholders approve and adopt this Agreement and the transactions contemplated hereby, and authorized such resolutions pursuant to which such actions were taken have not been rescinded or modified (the executionresolutions described in clauses (w), delivery (x), (y) and performance of this Agreement(z) are hereinafter referred to as the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, terms subject to the Enforceability Exceptions(i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws from time to time in effect affecting creditors’ rights generally, and (ii) general principles of equity, whether such principles are considered in a proceeding at Law or in equity.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of holders of capital stock of Parent is necessary, pursuant to applicable Law, the Parent Organizational Documents, pursuant to New York Stock Exchange rules or otherwise, to approve this Agreement, the issuance of any Parent Common Stock to be exchanged for Company Common Stock pursuant to Article I or Article II or the Transactions, including the Offer and the Mergers. Each of Parent, Purchaser and Merger Sub have all 2 has the requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement to perform its obligations hereunder and to consummate the Transactions, including the MergerOffer and the Mergers. The execution, delivery and performance of this Agreement by Parent and the Merger Subs and the consummation by each of them of the Transactions, including the Offer and the Mergers, have been duly and validly authorized by all necessary corporate or comparable action on the part of Parent and the Merger Subs, and, except as set forth in Section 5.3(b), no other corporate or comparable action on the part of any of Parent, Purchaser or Merger Sub 2 is necessary to authorize the execution and delivery by Parent and the Merger Subs of this Agreement and the consummation of the Transactions have been duly Transactions, including the Offer and validly authorized by the Parent Board of Directors andMergers, except for subject to, in the filing case of the Articles First Merger, the adoption of this Agreement by Merger with Sub 2 as the Registrar sole stockholder of Purchaser. The board of directors of Parent has approved this Agreement and the Transactions contemplated hereby, including the Offer and the Mergers, and the performance by it of its covenants and agreements contained herein. The board of directors or Deputy Registrar manager, as applicable, of Corporations each of the Republic Merger Subs has unanimously (i) determined that the terms of the Xxxxxxxx IslandsTransactions, no other corporate proceedings on including the part Offer and the Mergers are fair to, and in the best interests of, such Merger Sub and its stockholder or member, as applicable, (ii) determined that it is in the best interest of Parent or any Parent Subsidiary are necessary such Merger Sub to authorize enter into, and declared advisable, this Agreement, (iii) approved the execution and delivery, by such Merger Sub, of this Agreement (including the agreement of merger, as such term is used in Section 251 of the DGCL), the performance by such Merger Sub of its covenants and agreements contained herein and the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the MergerOffer and the Mergers, upon the terms and subject to the conditions contained herein, and authorizing (iv) in the executioncase of Purchaser, delivery and performance of this Agreement. Parentresolved to recommend that Merger Sub 2, as the sole shareholder stockholder of Merger SubPurchaser, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following approve the execution adoption of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and transactions contemplated hereby, including, without limitation, the Transactions, including the First Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and the Merger Sub Subs and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, this Agreement constitutes the legal, valid and binding agreement of Parent and the Merger Sub, Subs and is enforceable against Parent and the Merger Sub Subs in accordance with its terms, except as such enforcement may be subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Assuming the representation of Parent set forth in Section 5.08 is true and Merger Sub have all correct, the Company has the requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and adoption of this Agreement by holders of a majority of the outstanding Shares entitled to vote thereon (the “Requisite Company Stockholder Approval”), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly authorized by the Parent Company Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsRequisite Company Stockholder Approval, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the stockholders of the Company are necessary to authorize the consummation of the Transactionstransactions contemplated hereby, including the Merger. Prior The execution and delivery to the execution Company of the Stockholder Written Consent will constitute the Requisite Company Stockholder Approval. The Company Board has (i) resolved to recommend that the stockholders of the Company adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the Merger are advisable, fair to and in the best interests of the Company and the stockholders of the Company and (iii) approved this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement Merger and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this AgreementSupport Agreements. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of Partnershiplegal, constitutes the valid and binding agreement of Parent and Merger Sub, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against Parent and Merger Sub the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Applicable Laws affecting creditor’s rights generally and the availability of equitable relief (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all requisite has the corporate power and authority to enter into this Agreement and to perform carry out its obligations hereunder and to consummate the Transactions, including the Mergerhereunder. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board Boards of Directors and, except for the filing of the Articles of Parent and Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, Sub and no other corporate or stockholder proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the issuance of Parent Board of Directors has unanimously adopted resolutions approving this Agreement Common Stock and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementother transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, this Agreement constitutes the valid and binding agreement of Partnership, constitutes the a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub each of them in accordance with its termsterms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Neither Parent nor Merger Sub is subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or carrying out this Agreement, except for any breaches or violations which would not, in the Enforceability Exceptionsaggregate, reasonably be expected to have a Material Adverse Effect on Parent. Other than in connection with or in compliance with the 21 29 provisions of the DGCL, the Securities Act, the Exchange Act, the HSR Act, the Communications Act, Section 4043 of ERISA, any non-United States competition, antitrust and investments laws and the securities, blue sky or antitrust laws of the various states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary for the consummation by Parent of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent; provided that Parent makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Company or any of its Significant Subsidiaries or facts specifically pertaining to any of them.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Cable Buyer, Metro Parent and Merger Sub have has all requisite corporate or limited liability company power and authority to enter into this Agreement to perform its obligations hereunder and to consummate the Transactions, including the Mergertransactions contemplated by this Agreement. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by the Parent Board Boards of Directors or Managers, as applicable, of Cable Buyer, Metro Parent and Merger Sub and by Metro Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate or limited liability company proceedings on the part of Cable Buyer, Metro Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent transactions contemplated by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by each of Cable Buyer, Metro Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Company, this Agreement constitutes the valid and binding agreement of each of Cable Buyer, Metro Parent and Merger Sub, enforceable against each of Cable Buyer, Metro Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into and deliver this Agreement Agreement, to perform its obligations hereunder and and, subject to receipt of the Company Shareholder Approval (as hereinafter defined), to consummate the Transactions, including the Mergertransactions contemplated hereby. The executionexecution and delivery of this Agreement, delivery and the performance by Parent and Merger Sub the Company of this Agreement its obligations hereunder and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors and, except for (i) the Company Shareholder Approval and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsTexas, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement or the consummation Merger or to consummate the transactions contemplated hereby. The Board has determined that it is in the best interests of the Transactions. Prior Company and its shareholders to the execution of enter into this Agreement and has resolved to recommend that this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution Company of this Agreement and the board consummation of directors of Merger Sub has unanimously approved this Agreement and the Transactionstransactions contemplated hereby, including the Merger, be approved by the holders of Company Agreement and authorized Plan of Merger -11- Common Stock at the executionShareholders’ Meeting (including the Board’s recommendation, delivery and performance the “Recommendation”); provided that a withdrawal or modification after the date hereof by the Board of the Recommendation in accordance with Section 5.3 shall not be deemed a breach of the foregoing portion of this Agreementsentence. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity, and any implied covenant of good faith and fair dealing (the Enforceability Exceptions“Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite The Company has the corporate power and authority to enter into this Agreement and to perform carry out its obligations hereunder and to consummate the Transactions, including the Mergerhereunder. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company and, except for the filing approval and adoption of the Articles agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, the approval of the Merger and the approval of the amendment to the Company's Amended and Restated Certificate of Incorporation to repeal Section 5.7 thereof (the "Charter Amendment"), by the holders of a majority of the outstanding shares of Company Common Stock (with the Registrar or Deputy Registrar holders of Corporations Company Class A Common Stock and the holders of Company Class B Common Stock voting together as a single class) and the affirmative vote of the Republic holders of a majority of the Xxxxxxxx Islandsoutstanding shares of each of the Company Class A Common Stock and Company Class B Common Stock voting as separate classes, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement and the consummation transactions contemplated hereby. As of the Transactions. Prior to the execution date of this Agreement, the Parent Board of Directors of the Company has unanimously adopted resolutions approving determined that the transactions contemplated by this Agreement are advisable and in the Transactionsbest interest of its stockholders and, including subject to the Mergerprovisions contained in Section 5.10, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, to recommend to such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementstockholders that they vote in favor thereof. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Company Stockholder Approval (as defined in Section 5.3 hereof), this Agreement constitutes the a valid and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger SubCompany, enforceable against Parent and Merger Sub the Company in accordance with its termsterms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules of the NYSE, the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any non-United States competition, antitrust and investment laws and the securities or blue sky laws of the various states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation and its Subsidiaries (collectively, the "Company Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; provided that the Company makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Parent or any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company Required Approvals, the Company is not subject to or obligated under any charter, bylaw, material contract or any governmental license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or, subject to the Enforceability Exceptionsapproval of its stockholders, carrying out this Agreement, except for any breaches or violations which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to receipt of the Parent Stockholder Approval, the Parent Stock Authorization and the Parent Charter Amendment, to consummate the Transactions, including the Mergertransactions contemplated by this Agreement. The Parent Board at a duly held meeting has (i) determined that the terms of the Merger and the transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the execution, delivery and performance by of, and adopted and declared advisable this Agreement, the Merger, the Parent and Merger Sub of this Agreement Stock Authorization and the consummation Parent Charter Amendment, and (iii) resolved to recommend that the stockholders of Parent approve the Transactions have been duly Parent Charter Amendment, the Parent Stock Authorization and validly authorized the Parent Stock Issuance (the “Parent Recommendation”) and directed that such matter be submitted for consideration by the stockholders of Parent Board of Directors andat the Parent Meeting. Except for the Parent Charter Amendment, except for the Parent Stock Authorization, the Parent Stockholder Approval and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent transactions contemplated by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Parent Shareholder Required Approvals and (in the case of the Merger Sub) to the adoption of this Agreement by Merger Sub’s sole stockholder (which adoption shall occur immediately after the execution and delivery of this Agreement), to perform its obligations hereunder and to consummate the Transactions, including the issuance of Parent Shares in connection with the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, and the board of directors of Merger Sub and (except for (i) receipt of the Parent Shareholder Required Approvals and the adoption of this Agreement by Merger Sub’s sole stockholder and (ii) the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, DSOS) no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. Prior On or prior to the execution of this Agreementdate hereof, the Parent Board of Directors has unanimously adopted resolutions approving (A) resolved that this Agreement and the Transactions, including the issuance of Parent Shares in connection with the Merger, are advisable and authorizing in the execution, delivery best interests of Parent and performance the shareholders of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following (B) adopted resolutions approving the execution of this Agreement and the board consummation of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the MergerParent Share Issuance and the Parent Corporate Amendments, on the terms and subject to the conditions set forth herein, in accordance with the requirements of Irish law, and authorized (C) adopted a resolution to make, subject to Section 5.4, the execution, delivery and performance of this AgreementParent Board Recommendation. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the Enforceability Exceptionsenforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement, and, subject to receipt of approval of this Agreement to perform its obligations hereunder by holders of at least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), and the occurrence of the shareholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such vote (the “Company Stockholder Advisory Vote”), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the Transactions transactions contemplated hereby have been or shall be duly and validly authorized by the Parent Company Board of Directors and, except for the Company Stockholder Approval (and the occurrence of the Company Stockholder Advisory Vote) and the filing of the Articles First Certificate of Merger and Second Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the Company’s securityholders are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. Prior to the execution of this Agreement, the Parent The Company Board of Directors has unanimously adopted resolutions approving (i) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the Transactions, including the MergerMergers are advisable to, and authorizing in the best interests of, the Company and its stockholders, (iii) approved the execution, delivery and performance of this Agreement. ParentAgreement and the Mergers, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following (iv) resolved that the execution adoption of this Agreement and be submitted to a vote at a meeting of the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this AgreementCompany’s stockholders. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe counterparties thereto, constitutes the a legal, valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except as such enforcement may be subject to the Enforceability limitation of such enforcement by (A) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Parent Stockholder Approvals, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsParent Stockholder Approvals, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. Prior to As of the execution of this Agreementdate hereof, the Parent Board has resolved to recommend that Parent’s stockholders (A) approve an amendment to Parent’s Articles of Directors has unanimously adopted resolutions approving this Agreement Incorporation to authorize that number of shares of Preferred Stock as set forth on Section 4.3(a) of the Parent Disclosure Schedule (the “Charter Amendment”) and (B), if necessary under Nevada Statutes, approve the Transactionsissuance of shares of Parent Common Stock in connection with the Merger (the “Stock Issuance”) (collectively, including the Merger“Parent Recommendation”), and authorizing has directed that the execution, delivery and performance Charter be submitted to the holders of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this AgreementParent Common Stock for approval. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Sub, and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority authority, and have taken all corporate action necessary, to enter into this Agreement to perform its obligations hereunder and to consummate the Transactions, including the Offer and the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the board of directors of Parent Board of Directors (the “Parent Board”) and, except for the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx Islands, Delaware no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving (x) resolved that this Agreement and the Transactions, including the Offer and the Merger, are fair to and authorizing in the best interests of Parent and the shareholders of Parent and (y) approved and declared advisable the execution, delivery and performance of this AgreementAgreement and the Transactions, including the Offer and the Merger, on the terms and subject to the conditions set forth herein. Parent, as sole shareholder stockholder of Merger Sub, has duly executed and delivered to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes due authorization, execution and delivery by the valid and binding agreement of PartnershipCompany, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement to and perform its obligations hereunder under this Agreement and to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board board of Directors directors of the Company and, except for the Merger Approval and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of Delaware, and assuming the accuracy of the Xxxxxxxx Islandsrepresentations and warranties contained in Section 4.06(c), no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. Prior to the execution The Special Committee, at a meeting duly called and held, has by unanimous vote of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving all its members approved and declared this Agreement and the Transactionstransactions contemplated hereby, including the Merger, advisable and authorizing determined that such transactions are fair to, and in the executionbest interests of the Company and its stockholders. Subject to Section 5.02(d) and Section 5.03, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub the Company, based on the unanimous recommendation of the Special Committee has unanimously unanimously, by resolutions duly adopted at a meeting duly called and held, (x) duly and validly approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including (y) determined that the Mergerterms of this Agreement are fair to, and authorized in the executionbest interests of, delivery the Company and performance its stockholders other than the Contributing Stockholders and (z) resolved to recommend in accordance with applicable Law that the Company’s stockholders vote in favor of adoption of this AgreementAgreement (the “Recommendation”). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Enforceability Exceptionseffects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to perform its obligations hereunder approval of this Agreement and the transactions contemplated hereby, including the Merger, by an ordinary resolution of the shareholders of Parent (the “Requisite Parent Shareholder Approval”) and the adoption of this Agreement by the sole stockholder of Merger Sub (the “Merger Sub Stockholder Approval”) (which Merger Sub Stockholder Approval will be obtained promptly following the execution and delivery of this Agreement), to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of Parent Board and Merger Sub, and no other corporate action on the part of Directors either Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and, except for the filing of Requisite Parent Shareholder Approval and the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsSub Stockholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are Merger Sub or vote of Parent’s or Merger Sub’s stockholders is necessary to authorize the consummation of the Transactionstransactions contemplated hereby, including the Merger. Prior The Parent Board has unanimously (i) resolved to recommend that shareholders of Parent approve the execution of transactions contemplated by this Agreement, including the Merger (the “Parent Board of Directors has unanimously adopted resolutions approving Recommendation”), (ii) determined that this Agreement and the TransactionsMerger are fair to and in the best interests of Parent, (iii) approved this Agreement and the Merger, and (iv) resolved that the approval of the transactions contemplated by this Agreement, including the Merger, and authorizing the execution, delivery and performance be submitted to a vote at a meeting of this Agreement. shareholders of Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, Sub and is enforceable against Parent Parent, and Merger Sub in accordance with its terms, except as such enforcement may be subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and deliver each other document to be delivered by the Company in connection with the transactions contemplated hereby (together with this Agreement, the “Company Transaction Documents”) and, subject to receipt of approval by holders of at least a majority of the outstanding shares of Company Common Stock of the adoption of this Agreement (the “Company Stockholder Approval”), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the Transactions have transactions contemplated hereby has been, and the execution and delivery of the other Company Transaction Documents has been or shall be, duly and validly authorized by the Parent Company Board of Directors and, except for the Company Stockholder Approval and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the Company’s securityholders are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. Prior On or prior to the execution date of this Agreement, the Parent Company Board of Directors has unanimously adopted resolutions approving (i) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the TransactionsMerger are advisable and in the best interests of the Company’s stockholders, including the Merger, and authorizing (iii) approved the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized (iv) resolved that the execution, delivery and performance adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders. As of the date of this Agreement, the resolutions referred to in the preceding sentence have not been rescinded, modified, amended or withdrawn. This Agreement has been been, and the other Company Transaction Documents shall be, duly and validly executed and delivered by Parent the Company and, assuming the due authorization, execution and delivery of this Agreement by IAC, NewCo and Merger Sub and, and assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe counterpart(ies) thereto, this Agreement constitutes the legal, valid and binding agreement agreements of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its their terms, except as such enforcement may be subject to the Enforceability limitation of such enforcement by (1) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (2) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Company Stockholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions Merger and the transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors Board, and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsCompany Stockholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the TransactionsMerger and the transactions contemplated hereby. Prior The Board determined that the Merger and the transactions contemplated hereby are fair to and in the execution best interests of the Company’s stockholders, declared the Merger to be advisable, and approved and adopted this Agreement. As of the date hereof, the Parent Board of Directors has unanimously adopted resolutions approving (as to those Board members voting) resolved to recommend that the Company’s stockholders entitled to vote thereon adopt this Agreement and approve the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement transactions contemplated hereby, subject to the terms and conditions set forth herein (the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement“Recommendation”). This Agreement has been duly and validly executed and delivered by Parent the Company, and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger Sub, this Agreement constitutes the valid and binding agreement of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Enforceability Exceptionseffects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement to into, deliver and perform its obligations hereunder under this Agreement and to consummate the Transactions, including the Mergertransactions contemplated hereby. The Board of Directors of Parent and Merger Sub at a duly held meeting and Parent, as the sole stockholder of Merger Sub, have (i) determined that it is in the best interests of Parent and Merger Sub and their respective stockholders, and declared it advisable, to enter into this Agreement and (ii) approved the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by transactions contemplated hereby, including the Parent Board of Directors and, except Merger. Except for the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate actions or proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Agreement by Parent and Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement Sub and the board of directors of consummation by Parent and Merger Sub has unanimously approved this Agreement and of the Transactions, including the Merger, and authorized the execution, delivery and performance of transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnershipthe Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and to general equitable principles.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Company Stockholder Approval if applicable with respect to the Merger, to consummate the Transactions, including the Mergertransactions contemplated hereby. The Board of Directors, acting upon the recommendation of the Special Committee, at a duly called and held meeting, has unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders, and declaring this Agreement advisable, (ii) approving the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly transactions contemplated hereby, including the Offer and validly authorized the Merger, (iii) resolving to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Sub pursuant to the Offer and, if applicable, approve and adopt this Agreement and the Merger (the “Recommendation”), and (iv) resolving to make the Recommendation to the stockholders of the Company and directing, that, to the extent required by the Parent DGCL, this Agreement and the Merger be submitted for consideration of the stockholders of the Company at the Company Meeting. The Board of Directors andhas consented to the inclusion of the Board Actions (including, except without limitation, the Recommendation) in the Schedule 14D-9 and the Offer Documents. Except for the filing of Company Stockholder Approval if applicable with respect to the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsMerger, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) (collectively, the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Buyer Parent and Merger Sub have has all requisite necessary corporate power and authority to enter into execute, deliver, perform its obligations under and consummate the transactions contemplated by this Agreement and the Ancillary Agreements, to the extent it will be a party thereto. The consummation of the transactions contemplated hereby and thereby and the execution and delivery of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, and the performance of all of its obligations hereunder and thereunder have been duly authorized by Buyer Parent. The execution, delivery and performance by Buyer Parent of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, are not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Organizational Documents of Buyer Parent, or a material breach or a material default under any material Contract binding on Buyer Parent, or of any applicable Order. This Agreement has been duly executed and delivered by Buyer Parent, and the Ancillary Agreements will, at the Closing, be duly executed and delivered by Buyers to the extent Buyers are party thereto, and, assuming due and valid authorization, execution and delivery by each other Party thereto (other than any other Buyer), this Agreement constitutes, and when executed and delivered by Buyer Parent, to OC\1994682.10 the extent Buyers are party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Buyers, as applicable enforceable against Buyers in accordance with their respective terms, except that the enforcement hereof or thereof may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (y) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Buyer Parent has all necessary corporate power and authority to cause each Buyer that is a party to any Ancillary Agreement to perform its such Buyer’s obligations hereunder thereunder and to consummate the Transactions, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized transactions contemplated by the Parent Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. Prior to the execution of this applicable Ancillary Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and under this Agreement (including the Designated Stockholder Voting Agreement) and, subject to, in the case of the consummation of the Merger, receipt of the Parent Stockholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of each of Parent and Merger Sub and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsParent Stockholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby. As of the Transactions. Prior to the execution of this Agreementdate hereof, the Parent Board of Directors of Parent has unanimously adopted resolutions approving this Agreement resolved, by the unanimous vote of the directors present at a meeting duly called at which a quorum of the Board of Directors of Parent was present, to recommend that Parent’s stockholders approve (i) an amendment to the Parent’s Certificate of Incorporation to authorize the Board of Directors of Parent to effect a reverse stock split of all outstanding shares of Parent Common Stock at a reverse stock split ratio of 10:1 or as otherwise determined by Parent (the “Reverse Stock Split” and such amendment, the Transactions“Charter Amendment”), including (ii) the Mergerissuance of shares (the “Stock Issuance”) of Parent Common Stock in connection with the Merger and (iii) an amendment to the KLX Energy Services, and authorizing Inc. Long-Term Incentive Plan to increase the executionnumber of shares of Parent Common Stock authorized to be issued under such plan in an amount to be determined by the Board of Directors of Parent (the “Plan Amendment” and, delivery and performance of this Agreement. Parentcollectively, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement“Parent Recommendation”). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite The Company has the corporate power and authority to enter into this Agreement and to perform carry out its obligations hereunder and to consummate the Transactions, including the Mergerhereunder. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company and, except for the filing approval and adoption of the Articles agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, the approval of the Merger and the approval of the amendment to the Company's Amended and Restated Certificate of Incorporation to repeal Section 5.7 thereof (the "Charter Amendment"), by the holders of a majority of the outstanding shares of Company Common Stock (with the Registrar or Deputy Registrar holders of Corporations Company Class A Common Stock and the holders of Company Class B Common Stock voting together as a single class) and the affirmative vote of the Republic holders of a majority of the Xxxxxxxx Islandsoutstanding shares of each of the Company Class A Common Stock and Company Class B Common Stock voting as separate classes, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement and the consummation transactions contemplated hereby. As of the Transactions. Prior to the execution date of this Agreement, the Parent Board of Directors of the Company has unanimously adopted resolutions approving determined that the transactions contemplated by this Agreement are advisable and in the Transactionsbest interest of its stockholders and, including subject to the Mergerprovisions contained in Section 5.10, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, to recommend to such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementstockholders that they vote in favor thereof. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Company Stockholder Approval (as defined in Section 5.3 hereof), this Agreement constitutes the a valid and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger SubCompany, enforceable against Parent and Merger Sub the Company in accordance with its termsterms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules of the NYSE, the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), any non-United States competition, antitrust and investment laws and the securities or blue sky laws of the various states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation and its Subsidiaries (collectively, the "Company Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; provided that the Company makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Parent or any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company Required Approvals, the Company is not subject to or obligated under any charter, bylaw, material contract or any governmental license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or, subject to the Enforceability Exceptionsapproval of its stockholders, carrying out this Agreement, except for any breaches or violations which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Each of Acquiror and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement to perform its obligations hereunder and to consummate the Transactionstransactions contemplated by this Agreement, including the Merger. The execution, delivery and performance of this Agreement by Parent Acquiror and Merger Sub and the consummation by each of them of the Merger have been duly and validly authorized by the Acquiror Board of Directors and the board of directors of Merger Sub, and, subject to the approval of the adoption of this Agreement by the sole stockholder of Merger Sub, no other corporate proceedings on the part of either of Acquiror or Merger Sub or vote of Acquiror’s stockholders is necessary to authorize the execution and delivery by Acquiror and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the TransactionsMerger. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the The board of directors of Merger Sub has unanimously (i) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including including, without limitation, the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes of its covenants and agreements contained herein and the valid consummation of the Merger upon the terms and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsconditions contained herein; (ii) determined that this Agreement and the Merger are advisable and in the best interests of Merger Sub and its sole stockholder; (iii) resolved to submit this Agreement to the sole stockholder of Merger Sub for its approval of the adoption hereof; and (iv) resolved to recommend the adoption of this Agreement by the sole stockholder of Merger Sub.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Company Stockholder Approval, to consummate the Transactions, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board board of Directors directors of the Company (the “Company Board”) and, except for the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent the Company or any Parent Company Subsidiary are necessary to authorize the consummation of the TransactionsTransactions other than, with respect to the Merger, obtaining the Company Stockholder Approval. Prior to the execution of this Agreement, at a meeting duly called and held, the Parent Company Board (unanimously in the case of Directors has unanimously adopted resolutions approving the Original Merger Agreement and by the vote of all directors present in the case of this Amended and Restated Agreement) (i) determined that this Agreement and the Transactions, including the Merger, are advisable, fair to and authorizing in the executionbest interests of the Company and its stockholders, delivery (ii) approved and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved declared advisable this Agreement and the Transactions, including the Merger, on the terms and authorized subject to the executionconditions set forth herein, delivery in accordance with the requirements of the DGCL and performance (iii) resolved to recommend that the Company’s stockholders approve the adoption of this AgreementAgreement (such recommendation, the “Company Board Recommendation”) and to include the Company Board Recommendation in the Proxy Statement, in each case subject to Section 5.3. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the Enforceability Exceptionsenforcement of creditors’ rights generally and equitable principles of general applicability (the “Bankruptcy and Equity Exception”). The representations and warranties set forth in this Section 3.3(a) shall be made with respect to the Original Merger Agreement as of the Original Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Each of Parent, Acquirer and Merger Sub have has all requisite corporate or similar power and authority to enter into this Agreement to perform its obligations hereunder and to consummate the Transactions, including the MergerTransactions to which such entity is or will be a party. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have has been duly and validly authorized by all necessary action on the part of Parent, the Parent Board of Directors andDirectors, except for Acquirer, the filing Acquirer Board of Directors, Merger Sub and the Merger Sub Sole Member, as applicable. The consummation of the Articles Transactions will be duly and validly authorized by the Acquirer Board of Directors, the Merger Sub Sole Member and the Parent Board of Directors, as applicable, and in the case of the issuance of Parent Shares in connection with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx IslandsMergers, no other corporate proceedings on the part of Acquirer, Merger Sub, Parent or any Subsidiary of Parent Subsidiary are necessary to authorize the consummation of the Transactions. Prior Transactions to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered which such entity is or will be a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementparty. This Agreement has been duly and validly executed and delivered by Parent and Acquirer, Merger Sub and Parent and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company and NFP Seller, constitutes the legal, valid and binding agreement of Parent Acquirer, Merger Sub and Merger SubParent, enforceable against Parent and Acquirer, Merger Sub and Parent in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the Enforceability Exceptionsenforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Each of Acquiror and Merger Sub have all has the requisite corporate or similar power and authority to enter into this Agreement to perform its obligations hereunder and to consummate the Transactionstransactions contemplated by this Agreement, including the Merger. The execution, delivery and performance of this Agreement by Parent Acquiror and Xxxxxx Sub and the consummation by each of them of the Merger have been duly and validly authorized by the Acquiror Board of Directors and the board of managers of Merger Sub, and, subject to the approval of the adoption of this Agreement by the sole member of Merger Sub, no other corporate proceedings on the part of either Acquiror or Merger Sub or vote of Acquiror’s stockholders is necessary to authorize the execution and delivery by Xxxxxxxx and Xxxxxx Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the TransactionsMerger. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the The board of directors managers of Merger Sub has unanimously (i) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including including, without limitation, the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes of its covenants and agreements contained herein and the valid consummation of the Merger upon the terms and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsconditions contained herein; (ii) determined that this Agreement and the Merger are advisable and in the best interests of Merger Sub and its sole member; (iii) resolved to submit this Agreement to the sole member of Merger Sub for its approval of the adoption hereof; and (iv) resolved to recommend the adoption of this Agreement by the sole member of Merger Sub.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject to perform its obligations hereunder and receipt of the Company Stockholder Approval, to consummate the Transactions, including the Merger. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board board of Directors directors of the Company (the "Company Board") and, except for the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent the Company or any Parent Company Subsidiary are necessary to authorize the consummation of the TransactionsTransactions other than, with respect to the Merger, obtaining the Company Stockholder Approval. Prior to the execution of this Agreement, at a meeting duly called and held, the Parent Company Board (unanimously in the case of Directors has unanimously adopted resolutions approving the Original Merger Agreement and by the vote of all directors present in the case of this Amended and Restated Agreement) (i) determined that this Agreement and the Transactions, including the Merger, are advisable, fair to and authorizing in the executionbest interests of the Company and its stockholders, delivery (ii) approved and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved declared advisable this Agreement and the Transactions, including the Merger, on the terms and authorized subject to the executionconditions set forth herein, delivery in accordance with the requirements of the DGCL and performance (iii) resolved to recommend that the Company's stockholders approve the adoption of this AgreementAgreement (such recommendation, the "Company Board Recommendation") and to include the Company Board Recommendation in the Proxy Statement, in each case subject to Section 5.3. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of PartnershipParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the Enforceability Exceptionsenforcement of creditors' rights generally and equitable principles of general applicability (the "Bankruptcy and Equity Exception"). The representations and warranties set forth in this Section 3.3(a) shall be made with respect to the Original Merger Agreement as of the Original Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date.

Corporate Authority Relative to this Agreement; No Violation. (ai) Parent and Merger Sub have Buyer has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, the Employment Agreement, and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder under this Agreement, the Employment Agreement, and each of the other Transaction Documents to which it is a party and to consummate the Transactions, including the Mergertransactions contemplated hereby and thereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement, the Employment Agreement and each of the other Transaction Documents to which it is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, no other all necessary corporate proceedings action on the part of Parent or any Parent Subsidiary Buyer and no other corporate proceedings, including approval by the shareholders of Buyer, on the part of Buyer are necessary to authorize the consummation of the Transactionstransactions contemplated hereby and thereby. Prior to the execution of this This Agreement, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the MergerEmployment Agreement, and authorizing each of the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered other Transaction Documents to which Buyer is a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has party have been duly and validly executed and delivered by Parent and Merger Sub Buyer and, assuming this Agreement constitutes Agreement, the Employment Agreement, and the other Transaction Documents each constitute the valid and binding agreement of PartnershipSeller and/or the other parties thereto, constitutes this Agreement, the Employment Agreement, and each of the other Transaction Documents to which Buyer is a party constitute the valid and binding agreement of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub Buyer in accordance with its their terms, subject except to the Enforceability Exceptionsextent such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Amcor, New Holdco and Merger Xxxxxx Sub have all requisite corporate power and authority to enter into this Agreement and, in the case of New Holdco, the Deed Poll, and, assuming the Amcor Shareholder Approval and, if required, the approvals for the New Holdco Capital Increase are obtained, to perform its obligations (x) hereunder and to consummate the TransactionsTransactions to which it is or is contemplated to be a party and (y) in the case of New Holdco, including under the MergerDeed Poll. The execution, delivery and performance by Parent Amcor, New Holdco and Merger Xxxxxx Sub of this Agreement Agreement, and, in the case of New Holdco, the Deed Poll, and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors authorized, and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islandsas contemplated by this Agreement, no other corporate proceedings on the part of Parent Amcor or any Parent Amcor Subsidiary are necessary to authorize the consummation of the TransactionsTransactions other than the Amcor Shareholder Approval. Prior to As of the execution date of this Agreement, the Parent Amcor Board of Directors has unanimously adopted resolutions (i) declaring that this Agreement and the consummation of the Transactions are in the best interests of Amcor and the Amcor Shareholders, (ii) approving this Agreement and the Transactions, including the Merger, and (iii) authorizing the execution, delivery and performance of this Agreement, (iv) directing that the Scheme be submitted to the Court and submitted to a vote at the Scheme Meeting and (v) making the Amcor Board Recommendation. ParentSubject to the Enforceability Exceptions, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent Amcor, New Holdco and Merger Sub and, assuming this Agreement and constitutes the valid and binding agreement of PartnershipAmcor, constitutes the valid and binding agreement of Parent New Holdco and Merger Sub, enforceable against Parent Amcor, New Holdco and Merger Sub in accordance with its terms. As of the date of this Agreement, subject the board of directors of Merger Sub has unanimously adopted resolutions (i) declaring that this Agreement and the consummation of the Transactions are advisable and fair to, and in the best interests of, Merger Sub and its sole shareholder, New Holdco, (ii) approving this Agreement and the Transactions, (iii) authorizing the execution, delivery and performance of this Agreement, (iv) directing that this Agreement (which constitutes the plan of merger under the Missouri Code) be submitted to its sole shareholder, New Holdco, for approval and (v) recommending that its sole shareholder, New Holdco, approve this Agreement, and New Holdco has approved this Agreement and the Enforceability ExceptionsTransactions as the sole shareholder of Merger Sub. As of the date of this Agreement, the New Holdco Board and Amcor, as the majority shareholder of New Holdco, have approved this Agreement, the Deed Poll and Transactions.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement to perform its obligations hereunder and to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the issuance of shares of Parent Common Stock or Verso First Lien Notes) have been duly and validly authorized by the Parent Board of Directors of Parent, the Board of Directors of Merger Sub, and the sole stockholder of Merger Sub, as applicable, and, except for the Parent Stockholder Approval and the filing of the Articles Certificate of Merger with the Registrar or Deputy Registrar Secretary of Corporations State of the Republic State of the Xxxxxxxx IslandsDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby in accordance with the Parent Organizational Documents and the DGCL. Prior to As of the execution of this Agreementdate hereof, the Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder the Board of Directors of Merger Sub, has duly executed and delivered a written consent adopting this Agreementthe sole stockholder of Merger Sub have unanimously determined that it is in the best interest of Parent and its stockholders and Merger Sub and its stockholder, such written consent by its terms as applicable, and declared it advisable to become effective immediately following the execution of enter into this Agreement and consummate the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Xxxxxx and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.except that such enforceability

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into execute and deliver this Agreement to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of Parent Board of Directors andand Merger Sub, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands, and no other corporate action or proceedings on the part of either Parent or any Parent Subsidiary are Merger Sub, or vote of Parent's or Merger Sub's stockholders, is necessary to authorize the consummation of the Transactions. Prior to the execution of this Agreement, the and delivery by Parent Board of Directors has unanimously adopted resolutions approving this Agreement and the Transactions, including the Merger, and authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution Sub of this Agreement and the board consummation of directors the transactions contemplated hereby, including the Merger. The Board of Directors of Parent and the Managers have unanimously (i) determined that this Agreement and the Merger Sub has unanimously are fair to and in the best interests of Parent's stockholders or Merger Sub, respectively, and (ii) approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Partnershipthe Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, Sub and is enforceable against Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to the Enforceability Exceptions.