Common use of Authority; Board Approval Clause in Contracts

Authority; Board Approval. (a) Each Royale Party has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party and no other corporate proceedings on the part of the Royale Parties are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale Parties, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties enforceable against each Royale Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party and no other corporate proceedings on the part of the Royale Parties are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale Parties, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties enforceable against each Royale Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx Xxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party has The Company and the requisite corporate Owners have all necessary power and authority to enter into and perform its their obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is they are a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company and the Owners of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties Company and the Owners of the transactions contemplated hereby and thereby have been duly authorized by the Owners and all requisite corporate company action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany and the Owners, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company and the Owners enforceable against each Royale Party the Company and the Owners in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company or an Owner is or will be a party has been duly executed and delivered by the Royale Parties Company or the Owner (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company or the Owner enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Manager, by resolutions duly adopted by unanimous vote at a meeting and, as of all directors of each of such corporations duly called and held and the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Owners, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 18-209 of the LLC Act) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCLLC Act, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Owners for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Owners adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Manager Recommendation”) and directed that such matter be submitted for consideration of the Owners at a meeting of the Company Owners.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of obtaining the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale VoteCompany Approval. The Requisite Royale Vote Company Approval is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party heretoparty) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its termsterms subject, subject as to applicable enforcement, to bankruptcy, insolvency, reorganization, moratorium and similar Laws other laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Stockholders at a meeting or to act by written consent.

Authority; Board Approval. (a) Each Royale Party MTE has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common StockInvestor, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”)its sole shareholder, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties MTE of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties MTE of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party MTE and no other corporate proceedings on the part of the Royale Parties MTE are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt approval of the Requisite Royale VoteInvestor as sole shareholder of MTE. The Requisite Royale Vote vote of the Investor is the only vote or consent of the holders of any class or series of Royale’s MTE's capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesMTE, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties MTE enforceable against each Royale Party MTE in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party MTE is or will be a party has been duly executed and delivered by the Royale Parties MTE (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party MTE enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyMTE Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations MTE duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the stockholders of MTE, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated hereby and therebyby this Agreement, including the Exchange and Merger, in accordance with the Mergers, are advisable and in the best interests of the respective stockholdersDGCL, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxxiii) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective the stockholders of MTE for adoption, and (iv) resolved to recommend that its respective the stockholders of MTE adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards stockholders of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this AgreementMTE.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party theretothereto other than Stockholders, Optionholders or Convertible Note Holders), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it the Company in accordance with its terms. When this Agreement and each Ancillary Document (other than the Founders Agreements) to which any Stockholder, subject to applicable bankruptcyOptionholder or Convertible Note Holder is or will be a party thereto has been duly executed and delivered by the Stockholder(s), insolvencyOptionholder(s) or Convertible Note Holder(s) party thereto (assuming due authorization, reorganizationexecution and delivery by each other party thereto other than the Company and any Stockholder, moratorium Optionholder or Convertible Note Holder), this Agreement and similar Laws affecting creditors’ rights each such Ancillary Document (other than the Founders Agreements) will constitute a legal and remedies generallybinding obligation of each such Stockholder, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought Optionholder or Convertible Note Holder a party thereto enforceable against such Persons in a proceeding at Law or in equity)accordance with its terms. (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and or by unanimous written consent in lieu thereof and, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) adopted this Agreement and determined that the Merger Agreement and the transactions contemplated hereby and therebyhereby, including the Exchange and the MergersMerger, are advisable fair to, and in the best interests of of, the respective stockholdersStockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed recommended that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoptionStockholders approve this Agreement, and (iviii) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Stockholders representing a majority of the outstanding shares of common stock of Parent Shares in accordance with the Company Charter Documents (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCapplicable Law, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement and directed that such matter be submitted for consideration of the Stockholders.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents Agreements to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent Company’s stockholder (“Requisite Royale Company Stockholder Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document Agreement to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement, any Ancillary Agreement to which it is a party or to consummate the Exchange, the Mergers and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Company Stockholder Vote. The Requisite Royale Company Stockholder Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this AgreementAgreement and the Ancillary Agreements, approve the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies generally, and subject, as to enforceability, to general or applicable equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at Law law or in equity). When the Merger Agreement and each Ancillary Document Agreement to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document Agreement will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies generally, and subject, as to enforceability, to general or applicable equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at Law law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the date hereof (except as permitted by Section 6.11) not subsequently rescinded or modified in any wayway adverse to Parent or the Merger Subs, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMergers, are advisable and in the best interests of its respective stockholdersof, the Company and the Company’s stockholder, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMergers, in accordance with the CCCDGCL and the Act, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Company’s stockholder for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders adopt and approve Company’s stockholder adopts the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”).

Authority; Board Approval. (a) Each Royale Party Subject to approval of the Merger and this Agreement by the affirmative vote or consent of the holders of at least a majority of the aggregate of the outstanding Class A Common units, Class C Preferred units and Class D Common units, as defined in the Current FSH LLC Agreement (the “Requisite Member Vote”), each of the Companies has the requisite corporate full power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The Subject to the Requisite Member Vote, the execution, delivery and performance by each of the Royale Parties Companies of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties such Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party such Company and no other corporate proceedings on the part of the Royale Parties such Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Member Vote is the only vote or consent of the holders of any class or series of Royaleany Company’s capital stock stock, limited liability company/membership interests or equity interests required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesFSH, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties FSH enforceable against each Royale Party FSH in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party any Company is or will be a party has been duly executed and delivered by the Royale Parties such Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party such Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyFSH Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the FSH Board duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the FSH Members, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 18-209 of the DLLCA) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDLLCA, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the FSH Members for consideration approval, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders adopt and FSH Members approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “FSH Board Recommendation”) and directed that such matter be submitted for consideration of the FSH Members.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of shares present in person or represented by proxy at a shareholder meeting with a proper quorum and entitled to vote on the outstanding shares of common stock of Parent matter s (“"Requisite Royale Company Vote”"), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, Private Placement and the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, only to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royale’s the Company's capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, approve the Private Placement and to approve the Merger and consummate the Exchange, Private Placement and the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartySpecial Committee, by resolutions duly adopted by unanimous vote at a meeting of all independent directors of each of such corporations the Company duly called and held and and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangePrivate Placement and the Merger, are advisable fair to, and in the best interests of, the stockholders of its respective stockholdersthe Company, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan "agreement of Exchange” merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement and the Merger Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, (iii) approved and declared advisable the transactions contemplated by this Agreement, including the Private Placement; (iv) directed that this Agreement, the Merger Agreement and all Ancillary Agreements be submitted to the stockholders of the Company for adoption, and (zv) resolved to recommend that the stockholders of the Company adopt this Agreement, the Merger Agreement and all Ancillary Agreements (collectively, the "Company Board Recommendation") and directed that the “Agreement and Plan of Exchange” contained in this Agreement such matter be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board stockholders of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this AgreementCompany.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite corporate full limited liability company power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of Members representing more than seventy percent (i70%) two-thirds of the issued and outstanding Shares of Royale Common Stock, (ii) two-thirds Units of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent Company (“Requisite Royale VoteMember Approval”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of each Royale Party the Company and no other corporate limited liability company proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale VoteMember Approval. The Requisite Royale Vote Member Approval is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium and fraudulent conveyance or similar Laws laws relating to or affecting creditors’ rights and remedies generally, generally and subject, as to enforceability, to the effect of general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at Law or in equitylaw). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium and fraudulent conveyance or similar Laws laws relating to or affecting creditors’ rights and remedies generally, generally and subject, as to enforceability, to the effect of general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at Law or in equitylaw). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors Managers of each of such corporations the Company duly called and held and or pursuant to a written consent and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Members, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 1705.36 of the Ohio Act) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCOhio Act, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Members for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Members adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Managers Recommendation”) and directed that such matter be submitted for consideration by the Members.

Authority; Board Approval. (a) Each Royale Party Target Company has the requisite corporate full company power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Target Company Members representing a majority of the outstanding shares of common stock of Parent Interests or such vote required under the Target Company Charter Documents (“Requisite Royale Target Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Target Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Target Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate company action on the part of each Royale Party the Target Company and no other corporate company proceedings on the part of the Royale Parties Target Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Target Company Vote. The Requisite Royale Target Company Vote is the only vote or consent of the holders of any class or series of Royalethe Target Company’s capital stock membership interests required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesTarget Company, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Target Company enforceable against each Royale Party the Target Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Target Company is or will be a party has been duly executed and delivered by the Royale Parties Target Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Target Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyTarget Company Board, by resolutions duly adopted by unanimous vote at a meeting of all directors or managers of each of such corporations the Target Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, if applicable to it, are advisable fair to, and in the best interests of its respective stockholdersof, the Target Company Members, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCAct, and (ziii) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders the Target Company Members for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Target Company Members adopt and approve the “Agreement and Plan plan of Exchangemerger” (if applicable to it) set forth in this AgreementAgreement (collectively, the “Target Company Board Recommendation”) and directed that such matter be submitted for consideration of the Target Company Members at the Target Company Members Meeting or, in lieu of such meeting, for approval by written consent of the Target Company Members pursuant to the Act.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, approval and adoption of the Merger this Agreement by the affirmative vote or action by written consent of holders of (i) two-thirds the Stockholders of the outstanding Shares Company in lieu of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”)meeting , to consummate the transactions contemplated hereby and therebythereby (the “DE Consent Requirement”). The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale VoteDE Consent Requirement. The Requisite Royale Vote Except as otherwise agreed to in this Agreement, the DE Consent Requirement is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting written consent of all directors of each of such corporations duly called and held and the Company not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Stockholders by way of Stockholder action by written consent.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Stockholders representing a majority of the outstanding shares of common stock of Parent Shares in accordance with the Company Charter Documents (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCapplicable Law, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this Agreement.Agreement and directed that such matter be submitted for consideration of the Stockholders. 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Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the issued and outstanding shares Company Stock and Preferred Stock, voting together on an as converted basis, and of common stock a majority of Parent the holders of the Company Preferred Stock, voting as a separate class (the “Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royale’s the Company's capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Stockholders either by written consent resolutions or at the Company Stockholders’ Meeting.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration and approval with the recommendation adoption. (c) Upon delivery of the respective board Stockholder consents contemplated by Section 2.03(a)(iv)(A)(2), this Agreement, the Merger and the other transactions contemplated hereby and thereby shall be adopted and approved by the Requisite Company Vote. The Requisite Company Vote is the only vote or consent of directors that such stockholders the holders of any class or series of the Company Stock or any Subsidiary’s capital stock required to approve and adopt and this Agreement, approve the “Agreement Merger and Plan of Exchange” set forth in this Agreementconsummate the Merger and the other transactions contemplated hereby and thereby.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the issued and outstanding shares Company Common Stock, which was obtained concurrently with the execution of common stock of Parent this Agreement (the “Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and therebyhereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, approve the Mergers and the Ancillary Documents, and to approve Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable terms (except as enforcement may be limited by general principles of equity or by bankruptcy, insolvency, reorganization, moratorium insolvency and similar Laws laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by written consent duly adopted or by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCFlorida Act, and (ziii) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders the Stockholders for adoption, and (iv) resolved to recommend that the Stockholders adopt this Agreement and directed that such matter be submitted for consideration and approval of the Stockholders either by written consent resolutions or at a meeting of the Stockholders. Concurrently with the recommendation execution of this Agreement, the respective board of directors that such stockholders adopt Stockholders have unanimously approved and approve the “adopted this Agreement and Plan of Exchange” set forth in this Agreementthe transactions contemplated hereby, including the Merger.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to: (i) with regard to the conversion of the Company Series A Convertible Preferred Stock into Company Common Stock, the affirmative vote or consent of holders of a majority of the outstanding shares of Company Series A Convertible Preferred Stock and (ii) in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Stockholders representing a majority of the outstanding shares of common stock of Parent Shares (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws moratorium, fraudulent conveyance, or other laws of general applicability relating to or affecting creditors’ the enforcement of creditor’s rights and remedies generally, and subject(ii) as limited by laws relating to the availability of specific performance, as injunctive relief, or other equitable remedies, and (iii) to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith the extent the indemnification provisions contained herein may be limited by applicable federal and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)state securities laws. When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws moratorium, fraudulent conveyance, or other laws of general applicability relating to or affecting creditors’ the enforcement of creditor’s rights and remedies generally, and subject(ii) as limited by laws relating to the availability of specific performance, as injunctive relief, or other equitable remedies, and (iii) to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith the extent the indemnification provisions contained herein may be limited by applicable federal and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)state securities laws. (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Stockholders at the Company Stockholders Meeting.

Authority; Board Approval. (a) Each Royale Party of Holdings and the Company has the all requisite corporate organizational and limited liability company power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents Agreements to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Holdings or the Royale Parties Company, as applicable, of this Agreement, the Merger Agreement and any Ancillary Document Agreement to which they are such entity is a party and the consummation by Holdings or the Royale Parties Company, as applicable, of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action the board of managers of Holdings or the board of managers of the Company, as applicable, and no other company proceeding on the part of each Royale Party and no other corporate proceedings on either Holdings or the part of the Royale Parties are Company is necessary to authorize the execution, delivery and performance of this Agreement, any Ancillary Agreement to which such entity is a party or to consummate the Exchange, the Mergers and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Holdings and the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of Holdings and the Royale Parties Company enforceable against each Royale Party such entity in accordance with its terms, subject to except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance or similar Laws laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies generally, and subject, as to enforceability, to general or applicable equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at Law law or in equity). When the Merger Agreement and each Ancillary Document Agreement to which each Royale Party Holdings or the Company, as applicable, is or will be a party has been duly executed and delivered by Holdings or the Royale Parties Company, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document Agreement will constitute a legal and binding obligation of each Royale Party Holdings or the Company, as applicable, enforceable against it in accordance with its terms, subject to except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance or similar Laws laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies generally, and subject, as to enforceability, to general or applicable equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at Law law or in equity). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents documents contemplated hereby to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Stockholders representing a majority of the outstanding shares of common stock of Parent voting Company Stock, voting together as a single class (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document documents contemplated hereby to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings actions on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock the Company Stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documentsdocuments contemplated hereby, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company as contemplated by this Agreement (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting and, as of all directors of each of such corporations duly called and held and the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, (iii) directed that this Agreement, the Merger and the transactions contemplated hereby be submitted to the Stockholders for adoption, and (ziv) resolved to recommend that the Stockholders approve this Agreement, the Merger and the transactions contemplated hereby (collectively, the “Company Board Recommendation”) and directed that the “Agreement and Plan of Exchange” contained in this Agreement such matter be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this AgreementStockholders.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds stockholders of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Company representing a majority of the outstanding shares of common stock of Parent Shares (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, approve the Mergers and the Ancillary Documents, and to approve Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting written consent of all the directors of each of such corporations duly called and held and the Company, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholder, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholder for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholder adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Stockholder.

Authority; Board Approval. (a) Each Royale Party has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party and no other corporate proceedings on the part of the Royale Parties are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Preferred Exchange, the Mergers and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Preferred Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale Parties, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties enforceable against each Royale Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Preferred Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Preferred Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, and the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Preferred Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of this Agreement and approval of the Merger Agreement Taxable Distribution Transaction by the affirmative vote or consent of holders of (i) two-thirds Stockholders representing a majority of the outstanding Shares of Royale Common StockShares, voting as a single class, and (ii) two-thirds of either the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a holders representing the majority of the outstanding shares of common stock of Parent the Company Preferred Stock or the Preferred Stock Director as required by the Charter Documents (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the ExchangeMerger, the Mergers Taxable Distribution Transaction and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcybankruptcy or other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, insolvency, reorganization, moratorium injunctive relief and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)other equitable remedies. When the Merger Agreement and each Ancillary Document to which each Royale Party a Company Entity is or will be a party has been duly executed and delivered by the Royale Parties such Company Entity (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its termsterms subject only to the effect, subject to if any, of (i) applicable bankruptcybankruptcy or other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, insolvency, reorganization, moratorium injunctive relief and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)other equitable remedies. (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions either duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and held, or adopted by unanimous written consent, and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger this Agreement and the transactions contemplated hereby and therebyMerger are fair to, including the Exchange and the Mergers, are advisable and in the best interests of of, the respective stockholdersStockholders, (ii) approved and adopted declared advisable the Mergers“agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the Merger, subject to each in accordance with the terms hereof, the Sxxxxxx 000 XxxxDGCL, (xxxiii) directed that the “agreement of merger” contained in the Merger this Agreement be submitted to its respective stockholders the Stockholders for adoptionadoption and approval, and (iv) resolved to recommend that its respective stockholders the Stockholders adopt the “agreement of merger” set forth in this Agreement (the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have“Company Board Recommendation”). (c) The Special Committee, by resolutions either duly adopted by unanimous vote at a meeting of all directors of each of such corporations its members duly called and held and held, or adopted by unanimous written consent, and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof after receipt of such advice and opinions of advisors satisfactory to the Special Committee (wi) determined that this Agreement and the transactions contemplated herebyTaxable Distribution Transaction is fair to, including the Exchange, are advisable and in the best interests of of, the Company and its respective stockholdersStockholders (other than Riverwood Capital and each other Eligible Stockholder who elects to participate in the Taxable Distribution Transaction), (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, Taxable Distribution Transaction in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan of Exchange” contained in this Agreement Taxable Distribution Transaction be submitted to its respective stockholders the Stockholders for consideration approval, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders adopt and Stockholders approve the Taxable Distribution Transaction (the “Agreement and Plan of Exchange” set forth Special Committee Recommendation”). The Special Committee will not make any recommendation to the Stockholders regarding their participation in this Agreementthe Taxable Distribution Transaction.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of the Stockholders holding (i) two-thirds a majority of the outstanding Shares of Royale Common StockStock and Preferred Stock voting together as a single class, (ii) two-thirds a majority of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger SubPreferred Stock voting as a single class, and (iii) a majority of the outstanding shares of common stock of Parent Common Stock voting as a single class (the “Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company or any Acquired Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party any Acquired Company is or will be a party has been duly executed and delivered by the Royale Parties such Acquired Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party such Acquired Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Stockholders.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Stockholders representing a majority of the outstanding shares of common stock of Parent Shares (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan plan of Exchangemerger” (as such term is used in the Utah Act) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCUtah Act, and (ziii) directed that the “Agreement and Plan plan of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan plan of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Stockholders at the Company Stockholders Meeting.

Authority; Board Approval. (a) Each Royale Party of Parent and Merger Sub has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Parent and Merger Sub of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party Parent and Merger Sub and no other corporate proceedings on the part of the Royale Parties Parent and Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale PartiesParent and Merger Sub, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Parent and Merger Sub enforceable against each Royale Party Parent and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)the Enforceability Exceptions. When the Merger Agreement and each Ancillary Document to which each Royale Party Parent or Merger Sub is or will be a party has been duly executed and delivered by the Royale Parties Parent or Merger Sub (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party Parent or Merger Sub enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)the Enforceability Exceptions. (b) The respective boards of directors of each Royale PartyParent Board, by resolutions duly adopted by unanimous a vote at a meeting of all directors members of each of such corporations the Parent Board duly called and held and and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of of, Parent and its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL and (iii) recommended the approval of this Agreement by Parent, as Merger Sub’s sole stockholder. Parent, acting in its capacity as the sole stockholder of Merger Sub, has adopted this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreementno further vote of, or consent by, Parent or Merger Sub is required.

Authority; Board Approval. (a) Each Royale Party The Company has the all requisite corporate limited liability company power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents Agreements to which it is a party and, subject to, in the case of the consummation of the MergersTransactions, including the Merger, adoption of this Agreement and the Merger Agreement Ancillary Agreements, by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of Company’s voting members to the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of extent required by the outstanding shares of common stock of Parent Company Organizational Documents (“Requisite Royale Company Member Vote”), to consummate the transactions contemplated hereby and therebyTransactions, including the Merger. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document Agreement to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate limited liability company action on the part of each Royale Party the Company and no other corporate limited liability company proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement, any Ancillary Agreement to which it is a party or to consummate the Exchange, the Mergers and the other transactions contemplated hereby and therebyTransactions, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Member Vote. The Requisite Royale Company Member Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock units of membership interest required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary DocumentsAgreements, and to approve the Merger and consummate the ExchangeTransactions, including the Mergers and the other transactions contemplated herebyMerger. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies generally, and subject, as to enforceability, to general or applicable equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at Law law or in equity). When the Merger Agreement and each Ancillary Document Agreement to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto, if applicable), such Ancillary Document Agreement will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies generally, and subject, as to enforceability, to general or applicable equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at Law law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by written resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger this Agreement and the transactions contemplated hereby and therebyTransactions, including the Exchange and the MergersMerger, are advisable fair to, and in the best interests of of, the respective stockholdersCompany and the Company’s members, (ii) approved and adopted declared advisable the Mergers“agreement of merger” (as such term is used in Section 209 of the Act) contained in this Agreement and the Transactions, subject to including the terms hereofMerger, in accordance with the Sxxxxxx 000 XxxxAct, (xxxiii) directed that the “agreement of merger” contained in the Merger this Agreement be submitted to its respective stockholders the Company’s members for adoption, and (iv) resolved to recommend that its respective stockholders the Company’s members adopt the “agreement of merger” set forth in the Merger this Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition(collectively, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this AgreementCompany Board Recommendation”).

Authority; Board Approval. (a) Each Royale Party The Company has the requisite all necessary corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company and, by each Royale Party and no other corporate proceedings on the part member of the Royale Parties are necessary to authorize the executionCompany Group, delivery and performance of this Agreement or to consummate the Exchange, the Mergers and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Voteas applicable. The Requisite Royale Vote Company Vote, which has been obtained, is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, approve the Mergers and the Ancillary Documents, and to approve Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all the directors of each of such corporations the Company duly called and held and and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable and in the best interests of its respective stockholdersthe Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 264 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Stockholders.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Stockholders representing a majority of the outstanding shares of common stock of Parent Shares in accordance with the Company Charter Documents (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its termsterms except as such enforcement may be limited by general equitable principles, subject to applicable or by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar Laws laws affecting creditors’ the enforcement of creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its termsterms except as such enforcement may be limited by general equitable principles, subject to applicable or by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar Laws laws affecting creditors’ the enforcement of creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by a valid resolutions duly adopted pursuant to the DGCL by unanimous vote at a meeting of all directors of each of such corporations duly called and held the Company and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCapplicable Law, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement and directed that such matter be submitted for consideration of the Stockholders.

Authority; Board Approval. (a) Each Royale Party Seller has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents Agreements to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Stockholders holding a majority of the outstanding shares of common stock of Parent FTS Common Shares and FTS Series A Shares voting together as a single class in accordance with the Seller Charter Documents (“Requisite Royale Seller Stockholder Vote”), to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Royale Parties Seller of this Agreement, the Merger Agreement and any Ancillary Document Agreement to which they are it is a party and the consummation by the Royale Parties Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party Seller and no other corporate proceedings on the part of the Royale Parties Seller are necessary to authorize the execution, delivery and performance of this Agreement Agreement, any Ancillary Agreements to which it is a party or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Seller Stockholder Vote. The Requisite Royale Seller Stockholder Vote is the only vote or consent of the holders of any class or series of RoyaleSeller’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary DocumentsAgreements, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesSeller, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Seller enforceable against each Royale Party Seller in accordance with its terms, subject to except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally and similar Laws affecting creditors’ rights as limited by the availability of specific performance and other equitable remedies generally, and subject, as to enforceability, to general or applicable equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at Law law or in equity). When the Merger Agreement and each Ancillary Document Agreement to which each Royale Party Seller is or will be a party has been duly executed and delivered by the Royale Parties Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document Agreement will constitute a legal and binding obligation of each Royale Party Seller enforceable against it in accordance with its terms, subject to except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally and similar Laws affecting creditors’ rights as limited by the availability of specific performance and other equitable remedies generally, and subject, as to enforceability, to general or applicable equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at Law law or in equity). (b) The respective boards of directors of each Royale PartySeller Board, by written resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any wayway adverse to Parent or Merger Sub, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Seller Board Recommendation”).

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. This Agreement has been approved and adopted by the affirmative vote or consent of Shareholders representing one hundred percent (100%) of the outstanding shares of Voting Common Stock (“Requisite Company Vote”). The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or the Ancillary Documents or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Company Vote has been obtained, and is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party Target Company has the requisite corporate full company power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Target Company Members representing a majority of the outstanding shares of common stock of Parent Interests or such vote required under the Target Company Charter Documents (“Requisite Royale Target Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Target Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Target Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate company action on the part of each Royale Party the Target Company and no other corporate company proceedings on the part of the Royale Parties Target Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Target Company Vote. The Requisite Royale Target Company Vote is the only vote or consent of the holders of any class or series of Royalethe Target Company’s capital stock Interests required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesTarget Company, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Target Company enforceable against each Royale Party the Target Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Target Company is or will be a party has been duly executed and delivered by the Royale Parties Target Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Target Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyTarget Company Board, by resolutions duly adopted by unanimous vote at a meeting of all directors or managers of each of such corporations the Target Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, if applicable to it, are advisable fair to, and in the best interests of its respective stockholdersof, the Target Company Members, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCAct, and (ziii) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders the Target Company Members for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Target Company Members adopt and approve the “Agreement and Plan plan of Exchangemerger” (if applicable to it) set forth in this AgreementAgreement (collectively, the “Target Company Board Recommendation”) and directed that such matter be submitted for consideration of the Target Company Members at the Target Company Members Meeting or, in lieu of such meeting, for approval by written consent of the Target Company Members pursuant to the Act.

Authority; Board Approval. (a) Each Royale Party The Investor has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Investor of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Investor of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Investor and no other corporate proceedings on the part of the Royale Parties Investor are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the ExchangePrivate Placement, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale PartiesInvestor, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Investor enforceable against each Royale Party the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Investor is or will be a party has been duly executed and delivered by the Royale Parties Investor (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards Investor’s Board of directors of each Royale PartyDirectors (or equivalent governing body), by resolutions duly adopted by unanimous vote at a meeting of all directors (or equivalent functions) of each of such corporations the Investor duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangePrivate Placement and the Merger, are advisable fair to, and in the best interests of, the stockholders of its respective stockholdersthe Investor, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan "agreement of Exchange” merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, (iii) directed that this Agreement, the Merger Agreement and all Ancillary Agreements be submitted to the stockholders of the Investor for adoption, and (ziv) resolved to recommend that the stockholders of the Investor adopt this Agreement, the Merger Agreement and all Ancillary Agreements and directed that the “Agreement and Plan of Exchange” contained in this Agreement such matter be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board stockholders of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this AgreementInvestor.

Authority; Board Approval. (a) Each Royale Party has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party and no other corporate proceedings on the part of the Royale Parties are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale Parties, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties enforceable against each Royale Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party Holdco has the all requisite corporate power and authority to enter into into, deliver and perform its obligations under this Agreement, the Merger Agreement and each of the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, to adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Shareholders representing a majority of the outstanding shares of common stock of Parent Shares (“Requisite Royale Shareholder Vote”)) and the adoption of resolutions by the Holdco Board as contemplated by this Agreement, to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by the Royale Parties Holdco of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Holdco of the transactions contemplated hereby and thereby Transactions, including the Merger, have been duly and validly approved and authorized by all requisite corporate action on the part of each Royale Party Holdco and no other corporate proceedings on the part of the Royale Parties are any FNC Entity is necessary to authorize the execution, delivery and performance of this Agreement or to consummate the ExchangeTransactions, including the Mergers and the other transactions contemplated hereby and therebyMerger, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Shareholder Vote. The Requisite Royale Shareholder Vote will be obtained in a manner fully in accordance with Law and is the only vote or consent of the holders of any class or series of RoyaleHoldco’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the ExchangeTransactions, including the Mergers and the other transactions contemplated herebyMerger. This Agreement has been duly executed and delivered by the Royale PartiesHoldco, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Holdco enforceable against each Royale Party Holdco in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)the Remedies Exception. When the Merger Agreement and each Ancillary Document to which each Royale Party Holdco is or will be a party has been duly executed and delivered by the Royale Parties Holdco (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party Holdco enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)the Remedies Exception. (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party andand to consummate the transactions contemplated hereby and thereby, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Stockholders representing a majority of the outstanding shares of common stock of Parent Shares (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or the Ancillary Documents to which it is a party or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar fraudulent conveyance, moratorium, or other Laws affecting the enforcement of creditors’ rights and remedies generallyin general, and subject, as to enforceability, except that the enforceability of this Agreement is subject to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement such enforceability is sought considered in a legal proceeding in equity or at Law or in equityLaw). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar fraudulent conveyance, moratorium, or other Laws affecting the enforcement of creditors’ rights and remedies generallyin general, and subject, as to enforceability, except that the enforceability of this Agreement is subject to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement such enforceability is sought considered in a legal proceeding in equity or at Law or in equityLaw). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this Agreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Stockholders at a special meeting of the Stockholders or through written consent in accordance with Sections 2.07 and 2.09 of the by-laws of the Company. The Company has delivered to Parent true and correct copies of all resolutions or actions by written consent of the Company Board relating to this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Authority; Board Approval. (a) Each Royale Party The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents Agreements to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of this Agreement and the Merger Agreement transactions contemplated hereby by the affirmative vote or consent of holders of (i) two-thirds the holders of the outstanding Shift Common Shares of Royale Common Stockand Shift Preferred Shares, voting together as a single class, (ii) two-thirds the holders of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger SubShift Senior Convertible Preferred Shares, and voting together as a single class, in accordance with the Shift Charter Documents (iii) a majority of the outstanding shares of common stock of Parent (collectively, “Requisite Royale Shift Stockholder Vote”), to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any each Ancillary Document Agreement to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement Agreement, any Ancillary Agreements to which it is a party or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Shift Stockholder Vote. The Requisite Royale Shift Stockholder Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary DocumentsAgreements, convert the Shift Preferred Shares into Shift Common Shares, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly and validly executed and delivered by the Royale PartiesCompany and, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes , constitutes, or will constitute, a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws affecting creditors’ the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies generally, and subject, as to enforceability, to general or applicable equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document Agreement to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document Agreement will constitute a legal valid and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws affecting creditors’ the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies generally, and subject, as to enforceability, to general or applicable equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyShift Board, by written resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any wayway adverse to Parent or Merger Sub, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Shift Board Recommendation”).

Authority; Board Approval. (a) Each Royale Party has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which The Purchaser expressly acknowledges that it is a party and, subject to, in executing this Term Sheet prior to authorization by the case Authority Board of Commissioners for execution of this Term Sheet by the Authority and prior to the execution of this Term Sheet by the Authority. The Purchaser acknowledges that its execution of this Term Sheet as aforesaid shall constitute an irrevocable offer to the Authority by the Purchaser that the Purchaser shall be bound by the terms of this Term Sheet as of the consummation Effective Date of this Term Sheet, and that such irrevocable offer shall be in full force and effect unless and until deemed to have ended pursuant to the provisions of the Mergers, adoption paragraph immediately below. The Purchaser agrees that the Authority may rely on such irrevocable offer to proceed to obtain authorization from its Board of Commissioners as required for the Merger Agreement execution of this Term Sheet by the affirmative vote or consent Authority; it being expressly understood and agreed, however, that neither the foregoing nor the execution of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance this Term Sheet by the Royale Parties of this Agreement, the Merger Agreement and Purchaser shall or shall be deemed to create any Ancillary Document to which they are a party and the consummation by the Royale Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party and no other corporate proceedings obligation or duty on the part of the Royale Parties are necessary Authority to authorize obtain such authorization from its Board of Commissioners, or shall be deemed to be any assurance that its Board of Commissioners will grant such authorization, or any obligation to execute this Term Sheet. This Term Sheet shall not be binding upon the execution, delivery Authority until duly executed by an executive officer thereof and performance of this Agreement or delivered to consummate the Exchange, the Mergers and the other transactions contemplated hereby and thereby, subject only, in the case of consummation Purchaser by an authorized representative of the Mergers, to Authority. In the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale Parties, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties enforceable against each Royale Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has event (i) determined that the Merger Agreement and the transactions contemplated hereby and therebyAuthority has not obtained authorization from its Board of Commissioners to enter into this Term Sheet before ______, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, 2015 or (ii) approved and adopted authorization obtained from the Mergers, subject Board of Commissioners shall be vetoed by either the Governor of the State of New York or the Governor of the State of New Jersey prior to the terms hereofexpiration of any applicable veto period, then the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement Purchaser shall be submitted deemed to be released from its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” irrevocable offer set forth in the Merger Agreement paragraph above and directed that such matter the Deposit shall be submitted refunded to it (without any reduction for consideration the Authority’s expenses) and the Purchaser’s execution and delivery of the Stockholders. In additionthis Term Sheet and, if applicable, the respective boards of directors of each of Royale Purchase & Sale Agreement shall be deemed null and Parent havevoid ab initio and neither the Authority nor the Purchaser shall have any rights or obligations hereunder or thereunder. Taxes: The Purchaser shall pay all real estate, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called mortgage recording and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and other taxes applicable to privately owned properties in the best interests City of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this AgreementNew York.

Authority; Board Approval. (a) Each Royale Party Pxxx has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and therebytransactions. The execution, delivery delivery, and performance by the Royale Parties Pxxx of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Pxxx of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party Pxxx and no other corporate proceedings on the part of the Royale Parties Pxxx are necessary to authorize the execution, delivery delivery, and performance of this Agreement or to consummate the Exchange, the Mergers and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale PartiesPxxx, and (assuming due authorization, execution execution, and delivery by each other party heretoparty) this Agreement constitutes a legal, valid valid, and binding obligation of the Royale Parties Pxxx enforceable against each Royale Party Pxxx in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium and other similar Laws laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought in a proceeding at Law law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party Pxxx is or will be a party has been duly executed and delivered by the Royale Parties Pxxx (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party Pxxx enforceable against it in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium and other similar Laws laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought in a proceeding at Law law or in equity). (b) The respective boards of directors of each Royale PartyPxxx Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any waywritten consent, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of Pxxx and its respective stockholdersStockholders, and (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreementapplicable Law.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite corporate full limited liability company power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document Documents to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of each Royale Party the Company and no other corporate limited liability company proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Transactions and the other transactions contemplated hereby and thereby, subject onlyincluding without limitation, in the case of consummation any approval of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated herebyMembers. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and remedies generally, and subject, as except that the availability of the equitable remedy of specific performance or injunctive relief is subject to enforceability, to general principles the discretion of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a the court before which any proceeding at Law or in equitymay be brought). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and remedies generally, and subject, as except that the availability of the equitable remedy of specific performance or injunctive relief is subject to enforceability, to general principles the discretion of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a the court before which any proceeding at Law or in equitymay be brought). (b) The respective boards of directors of each Royale PartyManager has (i) determined that this Agreement and the transactions contemplated hereby, including the Transactions, are fair to, and in the best interests of, the Members, (ii) directed that the Agreement be submitted to the Company Board for approval, and (iii) resolved to recommend that the Company Board adopt the Agreement (collectively, the “Manager Recommendation”). (c) The Company Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeTransactions, are advisable fair to, and in the best interests of its respective stockholdersof, the Members, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeTransactions, in accordance with the CCCVirginia Limited Liability Company Act (the “VLLCA”), and (ziii) directed determined that the “Agreement and Plan of Exchange” contained in this Agreement is not required to be submitted to its respective stockholders the Members for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve (collectively, the “Agreement and Plan of Exchange” set forth in this AgreementCompany Board Recommendation”).

Authority; Board Approval. (a) Each Royale Party has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party and no other corporate proceedings on the part of the Royale Parties are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale Parties, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties enforceable against each Royale Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations corporation duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger this Agreement and the transactions contemplated hereby and therebyhereby, including the Exchange and the MergersMerger, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergersadopted, subject to the terms hereof, the Sxxxxxx Xxxxxxx 000 Xxxx, (xxx) approved and declared advisable the “agreement of merger” (as such term is used in Section 1101 of the CCC) contained in this Agreement and the transactions contemplated by this Agreement to which they are a party, respectively, including the Royale Merger and the Matrix Merger, each in accordance with the CCC, (iv) directed that the “agreement of merger” contained in the Merger this Agreement be submitted to its respective stockholders for adoption, and (ivv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the Merger Agreement “Royale Board Recommendations”) and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and corporate authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders the requisite number of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent Shareholders (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company or any Company Subsidiary are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, terms except as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforcement is sought in a proceeding at Law or in equity)may be limited by the Enforceability Limitations. When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, terms except as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforcement is sought in a proceeding at Law or in equity)may be limited by the Enforceability Limitations. (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the Signing Date, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has Signing Date (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Shareholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan plan of Exchangemerger” (as such term is used in Section 11.08 of the VBCA) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCVBCA, and (ziii) directed that the “Agreement and Plan plan of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Shareholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Shareholders adopt and approve the “Agreement and Plan plan of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Shareholders at the Company Shareholders Meeting.

Authority; Board Approval. (a) Each Royale Party MD Office has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Transaction Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of Stockholders representing all (i100%) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common capital stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent MD Office (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties MD Office of this Agreement, the Merger Agreement and any Ancillary Transaction Document to which they are it is a party and the consummation by the Royale Parties MD Office of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party MD Office and no other corporate proceedings on the part of the Royale Parties MD Office are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of RoyaleMD Office’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Transaction Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesMD Office, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties MD Office enforceable against each Royale Party MD Office in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Transaction Document to which each Royale Party MD Office is or will be a party has been duly executed and delivered by the Royale Parties MD Office (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of each Royale Party MD Office enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards MD Office Board of directors of each Royale PartyDirectors, by resolutions duly adopted by unanimous vote at a meeting written consent of all directors of each MD Office and, as of such corporations duly called and held and the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable this Agreement, the California agreement of merger (as such term is used in Section 1101 and Section 1103 of the CGCL) (the “California Agreement and Plan of Exchange” contained in this Agreement Merger”) and the transactions contemplated by this AgreementAgreement and the Transaction Documents, including the ExchangeMerger, in accordance with the CCCCGCL, (iii) directed that this Agreement and the California Agreement of Merger be submitted to the Stockholders for approval and adoption, and (ziv) resolved to recommend that the Stockholders approve and adopt this Agreement and the California Agreement of Merger and directed that the “Agreement and Plan of Exchange” contained in this Agreement such matter be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this AgreementStockholders by unanimous written consent.

Authority; Board Approval. (a) Each Royale Party Target Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Target Company Stockholders representing a majority of the outstanding shares of common stock of Parent Shares or such vote required under the Target Company Charter Documents (“Requisite Royale Target Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Target Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Target Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Target Company and no other corporate proceedings on the part of the Royale Parties Target Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Target Company Vote. The Requisite Royale Target Company Vote is the only vote or consent of the holders of any class or series of Royalethe Target Company’s capital stock (or other equity securities) required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesTarget Company, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Target Company enforceable against each Royale Party the Target Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Target Company is or will be a party has been duly executed and delivered by the Royale Parties Target Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Target Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyTarget Company Board, by resolutions duly adopted by unanimous vote at a meeting of all directors or managers of each of such corporations the Target Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, if applicable to it, are advisable fair to, and in the best interests of its respective stockholdersof, the Target Company Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCAct, and (ziii) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders the Target Company Stockholders for consideration and approval adoption in accordance with the recommendation Act and the certificate of incorporation and bylaws of the respective board of directors Target Company, and (iv) resolved to recommend that such stockholders the Target Company Stockholders adopt and approve the “Agreement and Plan plan of ExchangeMerger” (if applicable to it) set forth in this AgreementAgreement (collectively, the “Target Company Board Recommendation”) and directed that such matter be submitted for consideration of the Target Company Stockholders at the Target Company Stockholders Meeting or, in lieu of such meeting, for approval by written consent of the Target Company Stockholders pursuant to Section 228 of the Act.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders the stockholders of (i) two-thirds of Company required under the outstanding Shares of Royale Common Stock, (ii) two-thirds of DGCL and the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent Company Charter Documents (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote, which has not yet occurred. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws and similar Laws judicial decisions affecting creditors’ the rights of creditors generally and remedies generally, and subject, as to enforceability, to by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought applied in a proceeding at Law law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws and similar Laws judicial decisions affecting creditors’ the rights of creditors generally and remedies generally, and subject, as to enforceability, to by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought applied in a proceeding at Law law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting written consent and, as of all directors of each of such corporations duly called and held and the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (zii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders Company Parent for consideration adoption, and approval with the recommendation of the respective board of directors (iii) resolved to recommend that such stockholders Company Parent adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement and directed that such matter be submitted for consideration of Company Parent.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Stockholder representing a majority of the outstanding shares of common stock of Parent Shares in accordance with the Company Charter Documents (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, approve the Mergers and the Ancillary Documents, and to approve Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its termsterms except as such enforcement may be limited by general equitable principles, subject to applicable or by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar Laws laws affecting creditors’ the enforcement of creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by a valid resolutions duly adopted pursuant to the VSCA by unanimous vote at a meeting of all directors of each of such corporations duly called and held the Company and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholder, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCapplicable Law, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholder for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholder adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement and directed that such matter be submitted for consideration of the Stockholder.

Authority; Board Approval. (a) Each Royale Party Matrix and each of the Matrix LPs has the requisite corporate power or entity power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger by Matrix, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Matrix Vote”)) and to the adoption of the Exchanges pursuant to their terms, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Matrix of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Matrix of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party Matrix and no other corporate proceedings on the part of Matrix and the Royale Parties Matrix LPs are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale VoteMatrix Vote and the adoption of the Exchanges by the Matrix LP Holders, Matrix Operator Holders, the general partners of each Matrix LP and the holders of subordinated notes of Matrix, Matrix Operator and the Matrix LPs pursuant to their terms (collectively, the “Requisite Exchange Approvals”). The Requisite Royale Matrix Vote is and the Requisite Exchange Approvals are the only vote or consent of the holders of any class or series of RoyaleMatrix’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesMatrix, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Matrix enforceable against each Royale Party Matrix in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party Matrix is or will be a party has been duly executed and delivered by the Royale Parties Matrix (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party Matrix enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of the Stockholders representing (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the issued and outstanding shares Company Preferred Stock voting together as a single class and (ii) a majority of common stock of Parent the issued and outstanding Company Capital Stock voting together as a single class (the “Requisite Royale VoteStockholder Approval”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale VoteStockholder Approval. The Requisite Royale Vote Stockholder Approval is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium and fraudulent conveyance or similar Laws laws relating to or affecting creditors’ rights and remedies generally, generally and subject, as to enforceability, to the effect of general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at Law or in equitylaw) (the “Enforceability Exceptions”). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)the Enforceability Exceptions. (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors members of each of such corporations the Company Board duly called and held and or pursuant to a written consent and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of of, the Company and its respective stockholdersStockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration by the Stockholders.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption approval of the Merger this Agreement by the affirmative vote or consent of holders of Stockholders representing at least eighty percent (i80%) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCC, and (zii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for approval by written consent of the Stockholders.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds Stockholders representing 75% of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royale’s the Company's capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan plan of Exchangemerger” (as such term is used in Section 7-90-203.3 of the Colorado Revised Statutes) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCCBCA, and (ziii) directed that the “Agreement and Plan plan of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan plan of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Stockholders at the Company Stockholders Meeting.

Authority; Board Approval. (a) Each Royale Party has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party and no other corporate proceedings on the part of the Royale Parties are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale Parties, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties enforceable against each Royale Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger 20 Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx Xxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, and the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.. Section 5.03

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of Stockholders representing (i) two-thirds a majority of each class of the outstanding Shares of Royale Common Stock, and (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent Shares voting together as a single class on an as-converted basis (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company, and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary DocumentsDocuments , and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting written consent of all directors of each of such corporations duly called and held and the Company not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has hereof, (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCC, and (ziii) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders the Stockholders for adoption, and (iv) resolved to recommend that the Stockholders adopt this Agreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this AgreementStockholders.

Authority; Board Approval. (a) Each Royale Party has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party and no other corporate proceedings on the part of the Royale Parties are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale Parties, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties enforceable against each Royale Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx Xxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, and the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party The Investor has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Investor of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Investor of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Investor and no other corporate proceedings on the part of the Royale Parties Investor are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the ExchangePrivate Placement, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale PartiesInvestor, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Investor enforceable against each Royale Party the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Investor is or will be a party has been duly executed and delivered by the Royale Parties Investor (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards Investor’s Board of directors of each Royale PartyDirectors (or equivalent governing body), by resolutions duly adopted by unanimous vote at a meeting of all directors (or equivalent functions) of each of such corporations the Investor duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangePrivate Placement and the Merger, are advisable fair to, and in the best interests of, the stockholders of its respective stockholdersthe Investor, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan "agreement of Exchange” merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCC10 DGCL, (iii) directed that this Agreement, the Merger Agreement and all Ancillary Agreements be submitted to the stockholders of the Investor for adoption, and (ziv) resolved to recommend that the stockholders of the Investor adopt this Agreement, the Merger Agreement and all Ancillary Agreements and directed that the “Agreement and Plan of Exchange” contained in this Agreement such matter be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board stockholders of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this AgreementInvestor.

Authority; Board Approval. (a) Each Royale Party Seller represents to Buyer and Merger Sub as follows: Seller has the all requisite corporate power and authority to enter into and this Amendment, subject to obtaining the Seller Stockholder Approval, to perform its obligations under this Agreement, the Merger Agreement hereunder and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub thereunder and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and thereby. The executionExcept for the Seller Stockholder Approval, the execution and delivery and performance by the Royale Parties of this AgreementAmendment by Seller, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized by all requisite necessary corporate action on the part of each Royale Party and no other corporate proceedings on Seller, including, without limitation, the part due approval of this Amendment by the Board of Directors of Seller as required pursuant to Section 7.3 of the Royale Parties are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement Amendment has been duly executed and delivered by Seller. Assuming the Royale Parties, and (assuming due authorization, execution and delivery of this Amendment by each other party hereto) of Buyer and Merger Sub, this Agreement Amendment constitutes a the legal, valid and binding obligation of the Royale Parties Seller, enforceable against each Royale Party Seller in accordance with its terms, subject to applicable bankruptcyCreditors’ Laws. (b) Buyer and Merger Sub represent and warrant to Seller as follows: Each of Buyer and Merger Sub has all requisite corporate power and authority to enter into this Amendment, insolvency, reorganization, moratorium subject to obtaining the Buyer Stockholder Approval and similar Laws affecting creditors’ rights and remedies generally, and subject, as subject to enforceabilitycompliance with Section 11 of this Amendment, to general principles perform its obligations hereunder and to consummate the transactions contemplated hereby. Except for the Buyer Stockholder Approval, the execution and delivery of equitythis Amendment and the consummation by each of Buyer and Merger Sub of the transactions contemplated hereby has been duly authorized by all necessary corporate action on the part of each of Buyer and Merger Sub, including principles including, without limitation, the due approval of commercial reasonableness, good faith this Amendment by the Boards of Directors of Buyer and fair dealing (regardless Merger Sub as required pursuant to Section 7.3 of whether enforcement is sought in a proceeding at Law or in equity)the Agreement. When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party This Amendment has been duly executed and delivered by the Royale Parties (assuming each of Buyer and Merger Sub. Assuming due authorization, execution and delivery thereof by each other party thereto)Seller, such Ancillary Document will constitute a legal this Amendment constitutes the legal, valid and binding obligation of each Royale Party of Buyer and Merger Sub, enforceable against it each of Buyer and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditorsCreditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)Laws. (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party member of the Company Group has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party andand to consummate the Transactions, subject to, in the case of the consummation of the MergersArrangement, adoption of the Merger Agreement Arrangement Resolution by either (i) the affirmative vote or consent of holders of (i) two-Company Shareholders representing two thirds of the outstanding Shares of Royale Common Stockvotes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting voting together as a single class, or (ii) two-thirds the affirmative consent in writing of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority Arrangement Resolution by Company Shareholders holding 100% of the issued and outstanding shares of common stock of Parent Company Shares (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each member of the Royale Parties Company Group of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties such member of the transactions contemplated hereby and thereby Company Group of the Transactions have been duly authorized by all requisite corporate action on the part of each Royale Party such member of the Company Group and no other corporate proceedings on the part of the Royale Parties Company Group are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers and the other transactions contemplated hereby and therebyTransactions, subject only, in the case of consummation of the MergersArrangement, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock Company Securities, in their capacity as such, required to approve and adopt in connection with this Agreement, the Mergers and Ancillary Documents or the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equitythe Enforcement Limitation). When the Merger Agreement and each Ancillary Document to which each Royale Party a member of the Company Group is or will be a party has been duly executed and delivered by such member of the Royale Parties Company Group (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party such member of the Company Group enforceable against it in accordance with its terms, terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equitythe Enforcement Limitation). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and or by means of consent in lieu of such meeting and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated herebyTransactions, including the Exchangedetermined that this Agreement, the Arrangement and the other Transactions are advisable and in the best interests of its respective stockholdersthe Company and that the Arrangement is fair to the Company Securityholders, (x2) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Transactions, (3) determined that the Transactions constitute a “Qualified DLE” subject to the “drag-along” provisions set forth in Section 7.5 of the Company Shareholders’ Agreement, including the Exchange, in accordance with the CCC, and (z4) directed that resolved to recommend the Company Shareholders vote in favor of the Arrangement Resolution (the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this AgreementCompany Board Recommendation”).

Authority; Board Approval. (a) Each Royale Party Target has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents Agreements to which it is a party and, subject to, in the case of the consummation of the Mergers, adoption of the Merger Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”), to consummate the transactions contemplated hereby and therebyMerger. The execution, delivery and performance by the Royale Parties Target of this Agreement, the Merger Agreement and any Ancillary Document Agreement to which they are it is a party and the consummation by the Royale Parties Target of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party Target and Seller and no other corporate proceedings on the part of the Royale Parties Target or Seller are necessary to authorize the execution, delivery and performance of this Agreement Agreement, any Ancillary Agreements to which Target is a party or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote approval of Seller as the sole stockholder of Target is the only vote or consent of the holders of any class or series of RoyaleTarget’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary DocumentsAgreements, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement and each Ancillary Agreement to which Target is a party has been duly executed and delivered by the Royale Parties, Target and (assuming due authorization, execution and delivery by each other party heretohereto or thereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Target enforceable against each Royale Party Target in accordance with its terms, subject to except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally and similar Laws affecting creditors’ rights as limited by the availability of specific performance and other equitable remedies generally, and subject, as to enforceability, to general or applicable equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law law or in equity). (b) The respective boards board of directors of each Royale PartyTarget, by written resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any waymodified, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of, the stockholder of its respective stockholdersTarget, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the sole stockholder for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders sole stockholder adopt and approve the “Agreement agreement of merger” set forth in this Agreement. Seller, in his capacity as sole stockholder of Target, has approved and Plan adopted the “agreement of Exchangemerger” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Members representing a majority of the outstanding shares of common stock of Parent membership interests (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock membership interests required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative unanimous vote or consent of holders of Sellers (i) two-thirds of holding all the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”Shares), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve and adopt this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Royale Parties, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties enforceable against each Royale Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting written consent of all directors of each of such corporations duly called and held and the Company and, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has hereof: (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereofof, the Section 351 Plan, Sellers; (yii) approved and declared advisable the “Agreement and Plan "agreement of Exchange” merger" contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCNJBCA, and (ziii) directed that the “Agreement and Plan "agreement of Exchange” merger" contained in this Agreement be submitted to its respective stockholders the Sellers for consideration adoption, and approval with (iv) resolved to recommend that the recommendation Sellers adopt the "agreement of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” merger" set forth in this AgreementAgreement (collectively, the "Company Board Recommendation") and directed that such matter be submitted for consideration of the Sellers as the holders of all issued and outstanding Shares.

Authority; Board Approval. (a) Each Royale Party Matrix and each of the Matrix LPs has the requisite corporate power or entity power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger by Matrix, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent (“Requisite Royale Matrix Vote”)) and to the adoption of the Exchanges pursuant to their terms, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Matrix of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Matrix of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party Matrix and no other corporate proceedings on the part of Matrix and the Royale Parties Matrix LPs are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale VoteMatrix Vote and the adoption of the Exchanges by the Matrix LP Holders, Matrix Operator Holders, the general partners of each Matrix LP and the holders of the Matrix Preferred Interests pursuant to their terms (collectively, the “Requisite Exchange Approvals”). The Requisite Royale Matrix Vote is and the Requisite Exchange Approvals are the only vote or consent of the holders of any class or series of RoyaleMatrix’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesMatrix, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Matrix enforceable against each Royale Party Matrix in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party Matrix is or will be a party has been duly executed and delivered by the Royale Parties Matrix (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party Matrix enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party Except as set forth on Section 3.2(a) of the Disclosure Schedules, the Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents Agreements to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of this Agreement and the Merger Agreement Transactions by the affirmative vote or consent of holders of (i) two-thirds the majority of the outstanding holders of the Company Common Shares of Royale Common Stockand Company Preferred Shares, voting together as a single class, and (ii) two-thirds at least sixty percent (60%) of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority holders of the outstanding shares Company Voting Preferred Shares, voting together as a single class, in accordance with the Organizational Documents of common stock of Parent the Company (collectively, the “Requisite Royale Company Stockholder Vote”), to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any each Ancillary Document Agreement to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement Agreement, any Ancillary Agreements to which it is a party or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and therebyTransactions, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Stockholder Vote. The Requisite Royale Company Stockholder Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary DocumentsAgreements, convert the Company Preferred Shares into Company Common Shares, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by the Royale PartiesCompany and, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes , constitutes, or will constitute, a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to except as the enforceability hereof may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws affecting creditors’ the enforcement of creditor’s rights and remedies generally, and subject, (ii) as to enforceability, to general limited by the availability of specific performance and other equitable remedies or applicable equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document Agreement to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document Agreement will constitute a legal valid and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to except as the enforceability thereof may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws affecting creditors’ the enforcement of creditor’s rights and remedies generally, and subject, (ii) as to enforceability, to general limited by the availability of specific performance and other equitable remedies or applicable equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by written resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any wayway adverse to Parent or Merger Sub, has, as of the date hereof each such corporation has (i) determined that the Merger this Agreement and the transactions contemplated hereby and therebyTransactions, including the Exchange and the MergersMerger, are advisable and in the best interests of of, the respective stockholdersStockholders, (ii) approved and adopted declared advisable the Mergers“agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the Transactions, subject to including the terms hereofMerger, in accordance with the Sxxxxxx 000 XxxxDGCL, (xxxiii) directed that the “agreement of merger” contained in the Merger this Agreement be submitted to its respective stockholders the Stockholders for adoption, and (iv) resolved to recommend that its respective stockholders the Stockholders adopt the “agreement of merger” set forth in the Merger this Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition(collectively, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this AgreementCompany Board Recommendation”).

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Shareholders representing a majority of the outstanding shares of common stock of Parent Shares (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws and similar Laws judicial decisions affecting creditors’ the rights of creditors generally and remedies generally, and subject, as to enforceability, to by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought applied in a proceeding at Law law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws and similar Laws judicial decisions affecting creditors’ the rights of creditors generally and remedies generally, and subject, as to enforceability, to by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought applied in a proceeding at Law law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Shareholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 1100 et seq. of the California Code) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCCalifornia Code, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Shareholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Shareholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Shareholders at the Company Shareholders Meeting.

Authority; Board Approval. The Board of Directors of the Company has unanimously (ai) Each Royale Party has declared the requisite corporate power and authority to enter into and perform its obligations under this AgreementTransactions, including the Merger advisable and fair to and in the best interest of the Company and its shareholders, (ii) approved the Merger, this Agreement and the Ancillary Documents Transaction Agreements to which it is a party andin accordance with the WBCA, subject to(iii) approved any other Contracts and instruments to be delivered pursuant hereto (the “Ancillary Agreements”) to which it is a party, in (iv) resolved to recommend the case adoption of this Agreement by the Company Shareholders, (v) directed that this Agreement be submitted to the Company Shareholders for adoption and (vi) taken all corporate action required to be taken by the Company Board to adopt this Agreement and to authorize the consummation of the MergersMerger and the other Transactions to which the Company is a party. Such actions by the Company Board constitute approval by the Company of the Transactions (including the Merger) and the Transaction Agreements for all purposes under the WBCA. No additional corporate proceedings on the part of the Company, adoption including any vote of the Company Shareholders, are necessary to approve this Agreement or the other Transaction Agreements and authorize the consummation of the Merger Agreement by and the affirmative vote or consent other Transactions, other than the approval of holders of Company Shareholders holding Shares representing not less than (i) two-thirds of the outstanding Shares of Royale Common Stock, (iia) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub Company Common Stock, Company Preferred A Stock, Company Preferred B Stock, Company Preferred C Stock and Matrix Merger SubCompany Preferred D Stock, voting together as one class and (iiib) unless the Agreement, the Merger and the other Transactions contemplated hereby are approved by a Supermajority (as defined in the Company Charter) of the Company Board, the holders of a majority of the outstanding shares of common stock of Parent (“Requisite Royale Vote”)Company Preferred A Stock, Company Preferred B Stock, Company Preferred C Stock and Company Preferred D Stock, voting together as one class, are required to adopt this Agreement. The Company has all requisite power and authority to enter into this Agreement, the Transaction Agreements to which it is a party and the Ancillary Agreements to which it is a party, and to consummate the Transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement, the Transaction Agreements to which it is a party and the Ancillary Agreements to which it is a party, and the consummation by the Company of the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties of this Agreement, the Merger Agreement and any Ancillary Document to which they are a party and the consummation by the Royale Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate action on the part of each Royale Party and no other corporate proceedings on the part Company, subject to the filing of the Royale Parties are necessary to authorize Articles of Merger with the execution, delivery and performance Secretary of this Agreement or to consummate State of the ExchangeState of Washington. This Agreement, the Mergers Transaction Agreements to which it is a party and the other transactions contemplated hereby Ancillary Agreements to which it is a party, and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Requisite Royale Vote. The Requisite Royale Vote is the only vote or consent of the holders of any class or series of Royale’s capital stock required to approve that have been executed and adopt delivered contemporaneously with this Agreement, the Mergers and the Ancillary Documents, and to approve and consummate the Exchange, the Mergers and the other transactions contemplated hereby. This Agreement has have been duly executed and delivered by the Royale Parties, and (assuming Company. Assuming the due authorization, execution and delivery by each the other Parties hereto and thereto and the validity and binding effect hereof and thereof on the other Parties hereto and thereto, this Agreement, the Transaction Agreements to which it is a party hereto) this Agreement constitutes and the Ancillary Agreements to which it is a legal, party constitute valid and binding obligation obligations of the Royale Parties Company enforceable against each Royale Party it in accordance with its their respective terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar Laws laws affecting the enforcement of creditors’ rights generally and remedies generally, and subject, as to enforceability, to by the effect of general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought considered in a proceeding in equity or at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party is or will be a party has been duly executed and delivered by the Royale Parties (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equitylaw). (b) The respective boards of directors of each Royale Party, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are advisable and in the best interests of its respective stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (y) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Exchange, in accordance with the CCC, and (z) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders for consideration and approval with the recommendation of the respective board of directors that such stockholders adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.

Authority; Board Approval. (a) Each Royale Party The Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of Stockholders representing: (i) two-thirds 662/3rd of the outstanding Shares holders of Royale Common Stock, the Series A Preferred Stock (including the Required Holders (as defined in the Company’s Charter Documents) and (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) a majority of the outstanding shares of common stock of Parent Shares (on an as-converted basis) (“Requisite Royale Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Company and no other corporate proceedings on the part of the Royale Parties Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Company Vote. The Requisite Royale Company Vote is the only vote or consent of the holders of any class or series of Royalethe Company’s capital stock required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Company enforceable against each Royale Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Company is or will be a party has been duly executed and delivered by the Royale Parties Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations the Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, are advisable fair to, and in the best interests of its respective stockholdersof, the Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan agreement of Exchangemerger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCDGCL, and (ziii) directed that the “Agreement and Plan agreement of Exchangemerger” contained in this Agreement be submitted to its respective stockholders the Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Stockholders adopt and approve the “Agreement and Plan agreement of Exchangemerger” set forth in this AgreementAgreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Stockholders at the Company Stockholders Meeting.

Authority; Board Approval. (a) Each Royale Party Target Company has the requisite full corporate power and authority to enter into and perform its obligations under this Agreement, the Merger Agreement and the Ancillary Documents to which it is a party and, subject to, in the case of the consummation of the MergersMerger, adoption of the Merger this Agreement by the affirmative vote or consent of holders of (i) two-thirds of the outstanding Shares of Royale Common Stock, (ii) two-thirds of the outstanding shares of common stock of each of Royale Merger Sub and Matrix Merger Sub, and (iii) Target Company Stockholders representing a majority of the outstanding shares of common stock of Parent Shares or such vote required under the Target Company Charter Documents (“Requisite Royale Target Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Royale Parties Target Company of this Agreement, the Merger Agreement and any Ancillary Document to which they are it is a party and the consummation by the Royale Parties Target Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Royale Party the Target Company and no other corporate proceedings on the part of the Royale Parties Target Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Exchange, the Mergers Merger and the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the MergersMerger, to the receipt of the Requisite Royale Target Company Vote. The Requisite Royale Target Company Vote is the only vote or consent of the holders of any class or series of Royalethe Target Company’s capital stock (or other equity securities) required to approve and adopt this Agreement, the Mergers Agreement and the Ancillary Documents, and to approve the Merger and consummate the Exchange, the Mergers Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Royale PartiesTarget Company, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Royale Parties Target Company enforceable against each Royale Party the Target Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). When the Merger Agreement and each Ancillary Document to which each Royale Party the Target Company is or will be a party has been duly executed and delivered by the Royale Parties Target Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of each Royale Party the Target Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The respective boards of directors of each Royale PartyTarget Company Board, by resolutions duly adopted by unanimous vote at a meeting of all directors or managers of each of such corporations the Target Company duly called and held and and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof each such corporation has (i) determined that the Merger Agreement and the transactions contemplated hereby and thereby, including the Exchange and the Mergers, are advisable and in the best interests of the respective stockholders, (ii) approved and adopted the Mergers, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) directed that the “agreement of merger” contained in the Merger Agreement be submitted to its respective stockholders for adoption, and (iv) resolved to recommend that its respective stockholders adopt the “agreement of merger” set forth in the Merger Agreement and directed that such matter be submitted for consideration of the Stockholders. In addition, the respective boards of directors of each of Royale and Parent have, by resolutions duly adopted by unanimous vote at a meeting of all directors of each of such corporations duly called and held and not subsequently rescinded or modified in any way, (w) determined that this Agreement and the transactions contemplated hereby, including the ExchangeMerger, if applicable to it, are advisable fair to, and in the best interests of its respective stockholdersof, the Target Company Stockholders, (x) approved and adopted this Agreement, subject to the terms hereof, the Section 351 Plan, (yii) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the ExchangeMerger, in accordance with the CCCAct, and (ziii) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to its respective stockholders the Target Company Stockholders for consideration adoption, and approval with (iv) resolved to recommend that the recommendation of the respective board of directors that such stockholders Target Company Stockholders adopt and approve the “Agreement and Plan plan of ExchangeMerger” (if applicable to it) set forth in this AgreementAgreement (collectively, the “Target Company Board Recommendation”) and directed that such matter be submitted for consideration of the Target Company Stockholders at the Target Company Stockholders Meeting or, in lieu of such meeting, for approval by written consent of the Target Company Stockholders pursuant to Section 228 of the Act.