Common use of Authority; Execution and Delivery; Enforceability Clause in Contracts

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger Transactions. The execution, delivery and performance by the Company of this Agreement and the Transactionsconsummation by the Company of the Transactions have been duly authorized by all necessary corporate and stockholder action on the part of the Company, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, Stockholder Approval if required by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)applicable Law. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it the Company in accordance with its terms, subject to the Bankruptcy except as such enforceability may be limited by bankruptcy, insolvency, moratorium and Equity Exceptionother similar Laws affecting creditors’ rights generally and by general principles of equity. (b) Assuming the accuracy The Board of Parent’s representation in Section 3.12, Directors of the Company has taken all necessary action such that (the provisions of Chapter 1704 “Company Board”), at a meeting duly called and held at which directors of the OGCL are not applicable to the CompanyCompany constituting a quorum were present, Parent, Merger Sub, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Offer, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) directing that, if required by the DGCL, this Agreement be submitted to a vote at a meeting of the Company’s stockholders and (v) recommending that, if required by the DGCL, the Company’s stockholders adopt this Agreement. Such resolutions are sufficient to render the restrictions on “business combinations” (as defined in Section 203 of the DGCL) of Section 203 of the DGCL inapplicable to Parent and Sub and this Agreement, the Offer, the Merger and the other Transactions. Other than Section 203 of the DGCL and Chapter 80B of the Minnesota Statutes, no state takeover statute or similar statute or regulation applies to the Company or any Company Subsidiary with respect to this Agreement, the Offer, the Merger or the Transactions, any other Transaction. (c) The Company has been advised by each of its directors and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations executive officers (which executive officers are, or at to the Effective Time will be, applicable to knowledge of the Company, Parent, Merger Sub, this Agreement or any aware of the Merger Transactions as of the date hereof) that each such person intends to tender and sell all shares of Company Common Stock owned by such person in the Offer, except to the extent of any restrictions created by Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and otherwise intends to support the consummation of the Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, the Transaction Agreements to perform its obligations hereunder which it is a party and to consummate the Merger Transactions. The execution and delivery by the Company of each Transaction Agreement to which it is a party and the Transactionsconsummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions Stockholder Approval (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and as defined in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”Section 3.04(c), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this each Transaction Agreement to which it is a party, and, assuming the due authorization, execution each Transaction Agreement constitutes a valid and delivery by binding obligation of each of Parent and Merger Subthe other parties thereto, this each Transaction Agreement to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject subject, as to the Bankruptcy enforceability, to bankruptcy, insolvency, reorganization, moratorium and Equity Exceptionother laws of general applicability relating to or affecting creditors' rights and remedies and to general principles of equity. (b) Assuming The Board of Directors of the accuracy of Parent’s representation in Section 3.12Company (the "Company Board"), at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement and the other Transaction Agreements, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of the Company has taken all necessary action such and its stockholders, (iii) recommending that the Company's stockholders adopt this Agreement and (iv) declaring that this Agreement and the Merger are advisable. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements, the Merger and the other Transactions the provisions of Chapter 1704 Section 203 of the OGCL are not applicable DGCL. To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Company, Parent, Merger Sub, Company with respect to this AgreementAgreement and the other Transaction Agreements, the Merger or the Transactions, and no any other Takeover Laws Transaction. (c) The only vote of holders of any class or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to series of the Company, Parent, Merger Sub, 's capital stock necessary to approve and adopt this Agreement or any and the Merger is the adoption of this Agreement by the holders of a majority of the Merger Transactions. For purposes of this Agreementoutstanding Company Common Stock, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsvoting together as a single class (the "Company Stockholder Approval").

Authority; Execution and Delivery; Enforceability. (a) The Each Company Entity has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, upon receipt of the Required Company Shareholder Approvals, to consummate the Reincorporation Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder ApprovalShare Exchange. The execution and delivery by each Company Board, by a unanimous vote at a meeting duly called on or prior to the date Entity of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the performance by it of its obligations hereunder and the consummation by the Company Entities of the Reincorporation Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger Share Exchange have been or will be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted authorized by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other all necessary corporate proceedings action on the part of the such Company are necessary Entity, subject to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing receipt of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Required Company Shareholder Approvals. The Each Company Entity has duly executed and delivered this Agreement Agreement, and, assuming this Agreement constitutes a valid and binding obligation of the due authorization, execution and delivery by each of Parent and Merger SubEntities, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming The Company Board, acting upon the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 unanimous recommendation of the OGCL are not applicable to the CompanySpecial Committee, Parentat a meeting duly called and held, Merger Sub, duly and unanimously adopted resolutions (i) approving this Agreement, the Plan of Merger, the Reincorporation Merger or and the TransactionsShare Exchange, and no other Takeover Laws or any anti-takeover provision in (ii) determining that the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes terms of this Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange are fair to and in the best interests of the Company and its stockholders who are not affiliated with Parent and its affiliates, (iii) recommending that the Company’s stockholders adopt the Plan of Merger (the “Takeover Laws” means Company Recommendation”) and approve this Agreement and the transactions contemplated hereby and thereby, including the Reincorporation Merger and the Share Exchange and (iv) declaring that this Agreement and the Plan of Merger are advisable, which resolutions have not been subsequently rescinded, modified or withdrawn in any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsway except as permitted by Section 7.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subjectsubject only, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date adoption of this Agreement at which the Company Stockholders Meeting by the affirmative vote of holders of a quorum of directors majority of the outstanding shares of Company was present, adopted resolutions Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approving approved the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining determined that entering into this Agreement, the Merger and the Transactions are Agreement is fair to, and in the best interests of, the Company and its shareholdersstockholders, (iii) declaring declared this Agreement, Agreement and the Merger and the Transactions advisable and (iv) recommending subject to Section 5.02, resolved to recommend that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar laws affecting creditors’ rights generally and Equity Exception. by general principles of equity (b) Assuming the accuracy regardless of Parent’s representation whether enforceability is considered in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision a proceeding in the Company Articles or the Company Regulations are, equity or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawslaw).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the Transactionsother Transactions to be performed or consummated by the Company. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and the other Transactions to be performed or consummated by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionsimilar laws of general applicability relating to or affecting creditors' rights, and to general equity principles. (b) The Company Board, at a meeting duly called and held, duly adopted resolutions (i) approving this Agreement, the Merger and the other Transactions to be performed or consummated by the Company, (ii) determining that the terms of the Merger and the other Transactions to be performed or consummated by the Company are fair to and in the best interests of the Company and its stockholders, (iii) directing that this Agreement be submitted to a vote at the Company Stockholders Meeting, (iv) recommending that the Company's stockholders adopt this Agreement and (v) declaring the advisability of this Agreement. Assuming that the accuracy representation set forth in the second sentence of Parent’s representation Section 4.03(c) is true and correct, such resolutions of the Company Board are sufficient to render inapplicable to Parent and Sub and this Agreement, the Merger and the other Transactions (i) the restrictions on "business combinations" contained in Section 3.12, 203 of the Company has taken all necessary action such that DGCL and (ii) the provisions of Chapter 1704 Article Eleventh of the OGCL are not applicable Company Charter. To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Company, Parent, Merger Sub, Company with respect to this Agreement, the Merger or any other Transaction. (c) Assuming that the Transactions, and no other Takeover Laws or any anti-takeover provision representation set forth in the second sentence of Section 4.03(c) is true and correct, the only vote of holders of any class or series of Company Articles or the Company Regulations are, or at the Effective Time will be, applicable Capital Stock necessary to the Company, Parent, Merger Sub, approve and adopt this Agreement and the Merger is the adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the "Company Stockholder Approval"). The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to consummate any Transaction other than the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover LawsMerger.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated hereby, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger Agreement and the TransactionsVoting Agreement, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders stockholders at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Stockholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated hereby (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in the last sentence of Section 3.123.04(b), (i) the Company Board has taken all adopted such resolutions as are necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, render inapplicable to this Agreement, the Merger or and the Transactions, other transactions contemplated hereby the restrictions on “business combinations” (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL and (ii) no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are“interested stockholder” “fair price”, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsantitakeover statute or similar statute or regulation, or similar provision or term of the Company Charter or the Company Bylaws, applies with respect to the Company with respect to this Agreement, the Merger or any of the other transactions contemplated hereby. Neither the Company nor any of its controlled Affiliates owns any Parent Common Shares. (c) Neither the Company nor any Company Subsidiary has in effect a “poison pill”, stockholder rights plan or other similar plan or agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations hereunder under this Agreement and to consummate the Merger Transactions. The execution and the Transactions, subject, in the case of the Merger, to the receipt of delivery by the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger performance and compliance by the Company with each of its obligations herein, and the Transactions, (ii) determining that entering into this Agreement, the Merger and consummation by it of the Transactions are fair to, and in have been duly authorized by all necessary corporate action on the best interests of, part of the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize, adopt or approve authorize this Agreement or to consummate the Merger and consummation by the Transactions (except for the filing Company of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Transactions. The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubSub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, subject to except as limited by Laws affecting the Bankruptcy and Equity Exceptionenforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) Assuming The Company Board has, at a meeting duly called and held, adopted resolutions (i) determining that the Transactions, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Offer and the Merger, (iii) determining that the Merger shall be effected as soon as practicable following the Acceptance Time without a vote of the Company’s stockholders pursuant to Section 251(h) of the DGCL and (iv) recommending that the Company’s stockholders accept the Offer and tender their Shares and Preferred Shares, as applicable, to Merger Sub in response to the Offer (the “Company Board Recommendation”). (c) Subject to the accuracy of Parent’s representation in Section 3.124.7, the Company Board has taken all necessary action such actions and votes as are necessary, so that the provisions of Chapter 1704 restrictions on business combinations set forth in Section 203 of the OGCL DGCL and any other similar Law are not applicable to this Agreement and the Companytransactions contemplated hereby, Parent, Merger Sub, this Agreementincluding the Offer, the Merger or the other Transactions, and no other Takeover Laws or any anti-takeover provision in . To the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to Knowledge of the Company, Parentno other takeover, anti-takeover, business combination, control share acquisition or similar Law applies to the Merger Sub, or the other Transactions. The only vote of holders of any class or series of Shares or other Equity Interests of the Company necessary to adopt this Agreement or any would be, in the absence of Section 251(h) of the Merger Transactions. For purposes DGCL, the adoption of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state antiAgreement by the holders of a majority of the voting power represented by the Shares and the Preferred Shares (voting on an as-takeover Lawsconverted basis in accordance with the Certificate of Designations) that are outstanding and entitled to vote thereon.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants, obligations hereunder and agreements under this Agreement and, subject to obtaining the Company Stockholder Approval, to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has adopted each of the Board Actions, by a unanimous vote including the Company Board Recommendation, at a meeting duly called on or prior to the date of this Agreement at which a quorum all of directors the members of the Company was Board were present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining ; provided that entering into this Agreement, the Merger and the Transactions are fair to, and any Company Adverse Recommendation Change made in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that accordance with this Agreement and shall not be a breach of the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such representation in this Section 3.04. Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption receipt of this Agreement the Company Stockholder Approval, the filing of the Proxy Statement in preliminary and definitive forms, any other Filing with the SEC in respect of the Merger required under applicable Law, including the Exchange Act or the Securities Act, the Certificate of Merger and any other documents as required by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)DGCL, no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and or the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)other transactions contemplated by this Agreement. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its the Company’s legal, valid and binding obligation, enforceable against it the Company in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and applicable Law governing specific performance, injunctive relief and other equitable remedies (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”). (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionstransactions contemplated by this Agreement, subject, in the case of the Merger, subject to the receipt of the Company Shareholder Stockholder Approval. The Company Board, by a unanimous vote Board at a meeting duly called on or prior to and held in compliance with the date of this Agreement at which a quorum of directors requirements of the DGCL and Company was presentCertificate of Incorporation and the bylaws of the Company, has adopted resolutions resolutions, by unanimous vote of all directors (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, ; (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholders, stockholders; (iii) declaring this Agreement, the Merger Agreement and the Transactions advisable transactions contemplated by this Agreement advisable; and (iv) recommending that the Company’s shareholders adopt stockholders vote in favor of the adoption of this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger such adoption be submitted to the Company’s shareholders stockholders for approval at a duly held meeting the Company Stockholders’ Meeting. As of such shareholders for such purpose (the “Company Shareholders Meeting”)date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Xxxxxx and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming The affirmative votes of the accuracy holders of Parent’s representation in Section 3.12, a majority of the outstanding shares of Company Common Stock as of the record date for the Company has taken all necessary action such that the provisions of Chapter 1704 Stockholders’ Meeting, represented at a stockholder meeting of the OGCL are not applicable to Company in person or by proxy and voting thereon, approving the adoption of this Agreement (the “Company Stockholder Approval”), is the only vote of the holders of any class or series of the Company, Parent, Merger Sub, ’s Capital Stock necessary to approve and adopt this Agreement, the Merger or and the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any consummation of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawstransactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement. Subject to the approval and adoption of this Agreement and the Merger by the affirmative vote, at a special meeting of the Company’s shareholders duly called for the purpose in accordance with the CRS (the “Special Meeting of Shareholders”), of (i) a majority of the votes entitled to perform its obligations hereunder be cast thereon in accordance with 7-111-103(5) of the CRS (the “Company Requisite Vote”) and (ii) a majority of the votes actually cast at the Special Meeting of Shareholders (the “Special Requisite Vote”), the Company has all requisite corporate power and authority to consummate the Merger and the Transactionstransactions contemplated hereby; provided that, subjectfor purposes of this Section 3.03(a), any abstaining votes, broker non-votes and votes cast by the Executive Group with regard to Shares held by the Executive Group shall not be taken into account for any purpose with regard to the Special Requisite Vote (e.g. in calculating votes cast in favor or total votes cast). The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the Merger, consummation by the Company of the transactions contemplated hereby to the receipt of Special Requisite Vote and the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Requisite Vote. The Company has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy effect of any applicable bankruptcy, moratorium, insolvency, fraudulent transfer, reorganization or other similar Law affecting the enforceability of creditors’ rights generally and Equity Exceptionto the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at Law or in equity). The Company Requisite Vote and the Special Requisite Vote are the only votes of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger. No other vote or consent of the shareholders of the Company is required by Law, the articles of incorporation or bylaws of the Company or otherwise in order for the Company to adopt this Agreement or to approve the transactions contemplated hereby, including the Merger. (b) Assuming The Board of Directors, at a meeting duly called and held, acting on the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 recommendation of the OGCL are not applicable to the CompanySpecial Committee, Parent, Merger Sub, duly adopted resolutions (i) approving and declaring advisable this Agreement, the Merger or and the Transactionstransactions contemplated hereby, (ii) determining that the terms of this Agreement and the Merger are fair to and in the best interests of the Company and the Public Shareholders, and no other Takeover Laws or any anti-takeover provision in (iii) recommending that the Company Articles or Company’s shareholders approve and adopt this Agreement and the Company Regulations are, or Merger at the Effective Time will be, applicable Special Meeting (the “Company Recommendation”). No state takeover statute or similar statute or regulation applies to restrict or prevent the Company, Parent, ’s ability to consummate the Merger Sub, in accordance with this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawstransactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactionstransactions contemplated hereby, including the Merger, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote stockholders of the holders of two-thirds of Company in accordance with the outstanding Company Common Shares Company’s Charter and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting DGCL (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement approve, as applicable, the Transaction Agreements or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL and NCBCA). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (bi) Assuming The Company Board has adopted such resolutions as are necessary to render inapplicable to the accuracy of Parent’s representation Transaction Agreements and the Transactions the restrictions on “business combinations” (as defined in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 203 of the OGCL are not applicable to DGCL) as set forth in Section 203 of the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, DGCL and (ii) no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are“fair price”, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsantitakeover statute or similar statute or regulation applies to the Company with respect to the Transaction Agreements or the Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Sarg and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder and to consummate the Merger and the Transactionsunder this Agreement and, subject, in the case of the Merger, subject to the receipt of the Company Shareholder Sarg Stockholder Approval, to consummate the Transactions applicable to such party. The Company Board, execution and delivery by a unanimous vote at a meeting duly called on or prior to the date each of this Agreement at which a quorum Sarg and Merger Sub of directors of the Company was present, adopted resolutions (i) approving this Agreement, the performance and compliance by Sarg and Merger Sub with each of its obligations herein and the Transactions, (ii) determining that entering into this Agreement, the consummation by Sarg and Merger and Sub of the Transactions are fair toapplicable to it have been duly authorized by all necessary corporate action on the part of Sarg and Merger Sub, subject to receipt of the Sarg Stockholder Approval and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by Sarg as the affirmative vote sole shareholder of the holders of two-thirds of the outstanding Company Common Shares Merger Sub, and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company Sarg or Merger Sub and no shareholder votes are necessary to authorize, adopt or approve authorize this Agreement or to consummate the consummation by Sarg and Merger and Sub of the Transactions (except for the filing to which it is a party. Each of the Certificate of Sarg and Merger with the Secretary of State pursuant to the OGCL). The Company Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each Cardinal of Parent and Merger Subthis Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to except as limited by Laws affecting the Bankruptcy and Equity Exceptionenforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Board of Directors of Sarg (the “Sarg Board”), at a meeting duly called and held, unanimously adopted resolutions, which have not been amended or withdrawn, (i) approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of the Agreement, the Merger, the amendment and restatement of the Sarg Charter as set forth in the Amended Sarg Charter and the other Transactions are advisable to, and in the best interests of, Sarg and its shareholders, (iii) directing that the Sarg Share Issuance and the amendment and restatement of the Sarg Charter as set forth in the Amended Sarg Charter be submitted to the stockholders of Sarg for approval, and (iv) recommending that Sarg stockholders approve the Sarg Share Issuance and the amendment and restatement of the Sarg Charter as set forth in the Amended Sarg Charter (the “Sarg Recommendation”). (c) Assuming the accuracy of Parent’s representation the representations and warranties in Section 3.124.21, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the CompanyKnowledge of Sarg, Parentno takeover, Merger Subanti-takeover, this Agreementbusiness combination, control share acquisition or similar Law (collectively, “Takeover Laws”) applies to the Merger or the other Transactions. The only vote of holders of any class or series of Sarg Common Stock or other Equity Interests of Sarg necessary to consummate the Transactions is (i) the approval of the Sarg Share Issuance by the affirmative vote of a majority of the votes cast thereon at the Sarg Stockholders Meeting, and no (ii) the approval of the amendment and restatement of the Sarg Charter as set forth in the Amended Sarg Charter by the affirmative vote of a majority of the votes entitled to be cast thereon by the holders of Sarg Common Stock at the Sarg Stockholders Meeting (the “Sarg Stockholder Approval”). No other Takeover Laws vote of the holders of Sarg Common Stock or any anti-takeover provision in other Equity Interests of Sarg is necessary to consummate the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger Transactions. The execution, delivery and performance by the Company of this Agreement and the Transactionsconsummation by the Company of the Transactions have been duly authorized by all necessary corporate and stockholder action on the part of the Company, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, Stockholder Approval required by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)applicable Law. The Company has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it the Company in accordance with its terms, subject except as that enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditor's rights generally and the application of general principles of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity). Subject to the Bankruptcy applicability of Section 253 of the DGCL, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock voting as a single class (the "Company Stockholder Approval") is the only vote of any class or series of the Company's capital stock required to approve the Merger and Equity Exceptionadopt this Agreement. (b) Assuming the accuracy The Company Board has duly adopted resolutions, in each case by a unanimous vote of Parent’s representation in Section 3.12, all members of the Company has taken all necessary action such that Board, (i) approving and declaring the provisions advisability of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Offer, the Merger or and the Transactionsother Transactions in accordance with the applicable provisions of the DGCL, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders and (iii) recommending that the holders of Company Common Stock accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, if approval is required by applicable Law, approve and adopt this Agreement and the Merger. Such resolutions are sufficient to render inapplicable to Parent, Sub and USX Corporation, a Delaware corporation of which Parent is a wholly owned subsidiary ("USX"), and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”the Offer, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination the Merger and the other Transactions the provisions of Section 203 of the DGCL. No other state takeover statute or regulation” similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Offer, the Merger or any other similar state anti-takeover LawsTransaction.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other Transactions, subject, in the case of the Merger, subject to the receipt of the Company Shareholder Approval and the Minority Shareholder Approval. . (b) The Company Board, by a unanimous vote Special Committee has been duly authorized and constituted and at a meeting duly called on or prior and held has unanimously (i) determined that the Per Share Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determined that the terms of this Agreement, the Statutory Merger Agreement, the Merger, and the other Transactions are fair to and in the date best interests of the Company and its shareholders; (iii) approved and declared advisable the execution, delivery and performance of this Agreement at which a quorum of directors of and the Company was present, adopted resolutions (i) approving this Statutory Merger Agreement, the Merger and the Transactionsother Transactions by the Company; and (iv) subject to Section 5.03, (ii) determining recommended that entering into the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement, the Merger and the Transactions are fair toother Transactions, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders holders for such purpose (the “Company Shareholders Meeting”). (c) Except for any Adverse Recommendation Change made after the Agreement Date and in accordance with Section 5.03, the resolutions and such resolutions remain determinations of the Special Committee referenced in full force and effect and this Section 3.04 have not been amended or withdrawn withdrawn. (except as, and only to the extent, expressly permitted by Section 5.02(c)). d) Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval and the Minority Shareholder Approval”), no other corporate proceedings on the part of the Company Company, its Subsidiaries or its shareholders are necessary to authorize, authorize or adopt or approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the Transactions (except for executing and delivering the Statutory Merger Agreement and the filing of the Certificate of Merger Application with the Secretary of State Registrar pursuant to the OGCLBermuda Companies Act). . (e) The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger SubSub (and by Sumitomo for purposes of Section 9.13), this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company Trulia has all requisite necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Trulia Merger and the Transactions, other transactions contemplated hereby (subject, in the case of the Trulia Merger, to the receipt of Trulia Stockholder Approval and the Company Shareholder Approvalfiling and recordation of appropriate merger documents as required by the DGCL). The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger execution and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption delivery of this Agreement by Trulia and the affirmative vote consummation by Trulia of the holders of two-thirds of the outstanding Company Common Shares transactions contemplated hereby have been duly and Company Voting Preferred Sharesvalidly authorized by all necessary corporate action, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), and no other corporate proceedings on the part of the Company Trulia are necessary to authorize, adopt or approve authorize this Agreement or to consummate the Merger transactions contemplated hereby (other than, with respect to the Trulia Merger, Trulia Stockholder Approval and the Transactions (except for filing and recordation of appropriate merger documents as required by the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCLDGCL). The Company This Agreement has been duly and validly executed and delivered this Agreement by Trulia and, assuming the due authorization, execution and delivery by each of Parent Zillow and Merger SubHoldCo, this Agreement constitutes its a legal, valid and binding obligationobligation of Trulia, enforceable against it Trulia in accordance with its terms, subject to the Bankruptcy effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and Equity Exceptionsubject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) Assuming the accuracy of Parent’s representation in Section 3.12The Trulia Board has adopted such resolutions as are necessary, the Company has taken all necessary action such that the provisions of Chapter 1704 as of the OGCL are not applicable date hereof, to the Company, Parent, Merger Sub, render any Takeover Law inapplicable to this Agreement, the Merger or Trulia Voting Agreements and the Transactions, transactions contemplated hereby and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsthereby.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger Transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the Transactionsconsummation by the Company of the Transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions Stockholder Approval (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and as defined in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”Section 3.04(c), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming The Board of Directors of the accuracy Company (the “Company Board”), at a meeting duly called and held, acting on the unanimous recommendation of Parent’s representation in Section 3.12the special committee of the Company Board (the “Special Committee”), duly and unanimously adopted resolutions (i) approving this Agreement, the Company has taken all necessary action such Merger and the other Transactions contemplated by this Agreement, and (ii) recommending that the provisions of Chapter 1704 of Company’s stockholders approve this Agreement and the OGCL are not applicable Merger. No state takeover statute or similar statute or regulation applies or purports to apply to the Company, Parent, Merger Sub, Company with respect to this Agreement, the Merger or the Transactionsother Transactions contemplated by this Agreement. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve this Agreement, the Merger and no the other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, Transactions contemplated by this Agreement or any is (i) as required by Section 1201 of the CGCL, the approval of the principal terms of the Merger Transactions. For purposes by the affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote and (ii) as required by the terms of this Agreement, the approval of the principal terms of the Merger by the affirmative vote of a majority of the outstanding shares of Company Common Stock other than the shares of Company Common Stock held, directly or indirectly, by Founder Parties or their affiliates (the “Takeover Laws” means any “moratoriumCompany Stockholder Approval”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions, subject, in the case of the Merger, to the receipt of the approval of the holders of two-thirds of the outstanding shares of Common Stock and Preferred Stock entitled to vote on such matter voting together as a single class on an as-converted basis (the “Company Shareholder Approval”). The Company BoardBoard has adopted resolutions, by a unanimous vote of all directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (ia) approving determining that the terms of this Agreement, the Merger and the other Transactions are advisable, fair to and in the best interests of the Company and its shareholders, (b) approving and declaring advisable the execution, delivery and performance of this Agreement and the Transactions, including the Merger, on the terms and conditions set forth herein, and (iic) determining recommending that entering into the shareholders of the Company vote to adopt and approve this Agreement, the Merger and the Transactions are fair to, and in other Transactions. As of the best interests of, the Company and its shareholders, (iii) declaring date of this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the other Transactions (except for the filing of the Certificate Summary Articles of Merger with as required by the Secretary of State pursuant to the OGCLMGBCL). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of the Selling Entities has all requisite corporate necessary power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and, upon entry and effectiveness of the Sale Order, in accordance with the terms hereof and thereof, will have all necessary corporate or similar authority to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, execution and delivery by a unanimous vote at a meeting duly called on or prior to the date Selling Entities of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted other Transaction Documents to which any Selling Entity is a party, the Company’s shareholders at a duly held meeting performance and compliance by the Selling Entities with each of such shareholders for such purpose (the “Company Shareholders Meeting”)their obligations herein and therein, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted consummation by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote it of the holders of two-thirds of the outstanding Company Common Shares Transactions have been duly and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no validly authorized and approved by all necessary corporate or other corporate proceedings action on the part of the Company Selling Entities, and no other corporate or other Proceedings on the part of the Selling Entities and no other stockholder votes are necessary to authorize, adopt or approve authorize the execution of this Agreement or to consummate the Merger and other Transaction Documents, or the Transactions (except for performance or consummation by the filing Selling Entities of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Transactions. The Company Each Selling Entity has duly and validly executed and delivered this Agreement and will (as of the Closing) duly and validly execute and deliver the other Transaction Documents to which it is a party and, assuming the due authorization, execution and delivery by each the Buyer of Parent this Agreement and Merger Subthe other Transaction Documents to which it is party, and by the other parties to the Transaction Documents, this Agreement constitutes its and the other Transaction Documents will constitute (as of the Closing) legal, valid and binding obligationobligations of each Selling Entity, enforceable against it such Selling Entity in accordance with its terms, subject in all cases to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the Bankruptcy enforcement of creditors’ rights generally and Equity Exception. (b) Assuming general equitable principles, whether considered in a proceeding at law or in equity (such exceptions described in the accuracy of Parent’s representation in Section 3.12foregoing clauses (a), (b) and (c), collectively, collectively, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratoriumEnforceability Exceptions”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and transactions contemplated hereby, including the TransactionsMerger, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has unanimously adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering it is in the best interests of the Company and declaring it advisable, for the Company to enter into this Agreement, the Merger (b) approving this Agreement and the Transactions are fair toPlan of Merger (such approval having been made in accordance with the MBCA, including for purposes of Section 302A.613, Subd. 1 thereof) and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby, and in the best interests of, the Company and its shareholders, (iiic) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending resolving to recommend that the Company’s shareholders adopt approve this Agreement, the Merger Agreement and the Transactions Plan of Merger (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Plan of Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). A committee consisting only of directors of the Company Board who are both (i) “disinterested” (as defined in Section 302A.673 Subd. 1(d)(3) of the MBCA) and (ii) “Disinterested Directors” (as defined in Article VII of the Company Articles) has unanimously adopted resolutions approving this Agreement, including the Plan of Merger, and such the transactions contemplated by this Agreement, including the Merger and any acquisition or deemed acquisition of beneficial ownership in the capital stock of the Company by Parent or any Affiliate of Parent occurring on or after the date hereof, which approval, to the extent applicable constituted approval under the provisions of Section 302A.673, Subd. 1 of the MBCA and Article VII of the Company Articles, as a result of which this Agreement, including the Plan of Merger, and the transactions contemplated by this Agreement, including the Merger and any acquisition or deemed acquisition of beneficial ownership in the capital stock of the Company by Parent or any Affiliate of Parent occurring on or after the date hereof, are not and will not be subject to the restrictions on control share acquisitions under Section 302A.671 of the MBCA or business combinations under the provisions of Section 302A.673 of the MBCA or the restrictions on “Business Combinations” set forth in Article VII of the Company Articles (including Section 2 of Article VII of the Company Articles). None of the resolutions remain described in full force and effect and this Section 3.04 have been amended or withdrawn as of the date of this Agreement. Such resolutions have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption approval of this Agreement by the affirmative vote of the holders of two-thirds a majority of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), (ii) the filing of the Articles of Merger as required by the MBCA and (iii) the filing and acceptance for record of the Certificate of Merger with the Secretary of State of the State of Delaware, no other vote or corporate proceedings on the part of the Company or its shareholders are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and transactions contemplated hereby, including the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Xxxxxx and Merger Sub, this Agreement constitutes its the legal, valid and binding obligationobligation of the Company, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”). (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of SJW and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Mergerissuance of SJW Common Shares constituting the Merger Consideration (the “Share Issuance”) and the SJW Charter Amendment, to the receipt of the Company Shareholder SJW Stockholder Approval. The Company BoardSJW Board has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company SJW was present, adopted resolutions (i) approving and adopting this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of SJW and its shareholdersstockholders, (iii) declaring this Agreement, approving the Merger and the Transactions advisable SJW Charter Amendment and (iv) recommending that SJW’s stockholders vote in favor of approval of the Company’s shareholders adopt this Agreement, the Merger Share Issuance and the Transactions (such recommendation, the “Company Board Recommendation”) SJW Charter Amendment and directing that this Agreement the Share Issuance and the Merger SJW Charter Amendment be submitted to the CompanySJW’s shareholders stockholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders SJW Stockholders Meeting”) (clauses (i), (ii), (iii) and such (iv) being referred to as the “SJW Recommendation”). The execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby have been duly and validly authorized by each of the Board of Directors of Merger Sub and SJW, as the sole shareholder of Merger Sub. None of the resolutions remain described in full force and effect and the immediately preceding two sentences have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption approval of this Agreement the Share Issuance by the affirmative vote of the holders of two-thirds a majority of the outstanding Company SJW Common Shares represented in person or by proxy at the SJW Stockholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual, and Company Voting Preferred Shares, voting as (ii) the approval of the SJW Charter Amendment by a single class, in each case majority of the outstanding SJW Common Shares entitled to vote thereon at the Company Shareholders Meeting SJW Stockholders Meeting, as required by Section 242 of the DGCL (clauses (i) and (ii) being referred to as the “Company Shareholder SJW Stockholder Approval”), no other corporate proceedings on the part of the Company SJW or Merger Sub are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLCBCA). The Company Each of SJW and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubCTWS, this Agreement constitutes its the legal, valid and binding obligationobligation of SJW and Merger Sub, enforceable against it SJW and Merger Sub in accordance with its terms, subject to the Bankruptcy except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company The SJW Board has taken all adopted such resolutions as are necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, render inapplicable to this Agreement, the Merger or and the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of transactions contemplated by this Agreement, and the Voting Agreements, the restrictions on “Takeover Lawsbusiness combinations” means any (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL. No “fair price”, “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsantitakeover statute or similar statute or regulation applies with respect to or as a result of this Agreement, the Merger or any of the other transactions contemplated by this Agreement, or the Voting Agreements, in respect of SJW. (c) The representations and warranties set forth in this Section 3.04 shall be made (i) with respect to the Original Merger Agreement, as of the Original Execution Date, and (ii) with respect to this Amended and Restated Agreement, as of the Execution Date.

Authority; Execution and Delivery; Enforceability. (a) The Company Valeant has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Valeant Stockholder Approval. The Company Board of Directors of Valeant (the “Valeant Board”) has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Valeant was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Valeant and its shareholdersstockholders, (iii) declaring this AgreementAgreement advisable, the Merger and the Transactions advisable and (iv) recommending that the CompanyValeant’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the CompanyValeant’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Valeant Stockholders Meeting”)) and (v) subject to the discretion of the Board of the Combined Company, determining that the Post-Merger Special Dividend will be in the best interests of the Combined Company and such its stockholders and that it is the intention of those directors of Valeant that will become directors of the Combined Company to support the declaration and payment of the Post-Merger Special Dividend at the applicable time. Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding Company shares of Valeant Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Valeant Stockholders Meeting (the “Company Shareholder Valeant Stockholder Approval”), no other corporate proceedings on the part of the Company Valeant are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company Valeant has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Biovail and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company The Valeant Board has taken all adopted such resolutions as are necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, render inapplicable to this Agreement, the Merger or and the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, transactions contemplated by this Agreement or any the restrictions on (i) “business combinations” (as defined in Section 203 of the Merger TransactionsDGCL) as set forth in Section 203 of the DGCL and (ii) “Business Combinations” (as defined in Article Fourteenth of the Valeant Charter) as set forth in Article Fourteenth of the Valeant Charter. For purposes of this AgreementNo “fair price”, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsantitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement in respect of Valeant.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by the Company has all requisite corporate power and authority to execute and deliver of this Agreement, to perform its obligations hereunder and to consummate the Merger Agreement and the Transactionsconsummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms (except insofar as such enforceability may be limited by bankruptcy, subject insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the Bankruptcy and Equity Exceptionavailability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) Assuming The Company Board, at a meeting duly called and held, (i) determined that this Agreement and the accuracy of Parenttransactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company’s representation stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) assuming the representations and warranties set forth in Section 3.125.3(b) are true and correct, took all appropriate and necessary actions to render any and all limitations on mergers, business combinations and ownership of shares of the Company has taken all necessary action such that Common Stock as set forth in the provisions of Chapter 1704 Company’s Organizational Documents or in any state takeover statute (including, without limitation, Section 203 of the OGCL are not applicable DGCL) to be inapplicable to the Company, Parent, Merger Sub, transactions contemplated by this Agreement, (iv) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption and (v) recommended that the holders of Company Common Stock approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (such recommendation described in clause (v), the “Company Board Recommendation”). (c) Assuming the representations and warranties set forth in Section 5.3(b) are true and correct, the only vote of holders of any class or the Transactions, and no other Takeover Laws or any anti-takeover provision in series of capital stock of the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable necessary to the Company, Parent, Merger Sub, approve this Agreement or any and to consummate the Merger is the adoption of this Agreement by the holders of a majority of the Merger Transactions. For purposes outstanding shares of this Agreement, Company Common Stock entitled to vote thereon (the “Takeover Laws” means any “moratoriumCompany Stockholder Approval”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger transactions contemplated hereby. Assuming the representation made in Section 4.07 is correct, the execution and delivery by the Company of this Agreement and the Transactionsconsummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or to consummate the transactions contemplated hereby, subject, in the case of the Merger, to the receipt of obtaining the Company Shareholder Stockholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at Law or in equity). The board of directors of the Company (the “Company Board”), at a meeting, duly called and held, duly and adopted (with all directors in attendance voting in favor) resolutions (i) approving this Agreement, the Merger and the other transactions contemplated hereby, (ii) determining that the terms of the Merger, this Agreement and the other transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders, (iii) declaring this Agreement and the Merger advisable, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company’s stockholders and (v) recommending that the Company’s stockholders adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. Assuming the representation made in Section 4.07 is correct, the approval of this Agreement, the Merger and the other transactions contemplated hereby by the Company Board referred to in this Section 3.04(a) constitutes approval of the Merger for purposes of Section 203 of the DGCL and represents the only action necessary to ensure that the restrictions on “business combinations” (as such term is defined therein) set forth in Section 203 of the DGCL does not and will not apply to the Bankruptcy execution or delivery of this Agreement and Equity Exceptionthe consummation of the Merger and the other transactions contemplated hereby. To the Company’s knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Merger or any of the other transactions contemplated hereby. (b) Assuming the accuracy of Parent’s representation made in Section 3.124.07 is correct, the only vote or consent of holders of any class or series of Company has taken all Capital Stock necessary action such that to approve and adopt this Agreement and the provisions Merger is the adoption of Chapter 1704 this Agreement by the holders of a majority of the OGCL are not applicable to outstanding Company Common Stock (the Company“Company Stockholder Approval”). The affirmative vote or consent of the holders of Company Capital Stock, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of them, is not necessary to consummate any of the Merger Transactions. For purposes of this Agreementtransactions contemplated hereby, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsthan the Merger.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute execute, deliver and deliver perform this AgreementAgreement and, to perform its obligations hereunder assuming the representations and warranties set forth in Section 4.08 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Merger Transactions. The execution, delivery and the Transactions, subject, in the case of the Merger, to the receipt of performance by the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of and, assuming the Company was present, adopted resolutions (i) approving this Agreement, the Merger representations and the Transactions, (ii) determining warranties set forth in Section 4.08 are true and correct and that entering into this Agreement, the Merger and the Transactions are fair to, and consummated in accordance with Section 251(h) of the best interests ofDGCL, the consummation by the Company and its shareholders, (iii) declaring this Agreement, the Merger and of the Transactions advisable have been duly and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted validly authorized by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other all necessary corporate proceedings action on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions Company. (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). b) The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it the Company in accordance with its termsterms (except insofar as such enforceability may be limited by bankruptcy, subject insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting the Bankruptcy enforcement of creditors’ rights and remedies, or by general principles of equity governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity and except as rights to indemnity and contribution may be limited by state or Federal securities laws or public policy underlying such laws (the “Bankruptcy, Equity and Indemnity Exception”)). (bc) Assuming The Company Board, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the accuracy Transactions are fair to and in the best interest of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Companyand its stockholders, Parent(ii) approving, Merger Sub, this Agreement, adopting and declaring advisable the Merger or and the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, (iii) resolving that this Agreement and no other Takeover Laws or any anti-takeover provision in the Merger shall be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Offer Closing Time and (iv) recommending that the holders of Company Articles or Common Stock accept the Offer and tender their shares of Company Regulations are, or at the Effective Time will be, applicable Common Stock pursuant to the CompanyOffer (the recommendation set forth in subclause (iv) of this Section 3.04(c), Parentthe “Company Board Recommendation”), Merger Subwhich resolutions, this Agreement or any as of the Merger Transactions. For purposes date of this Agreement, “Takeover Laws” means have not been rescinded, modified or withdrawn in any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsway.

Authority; Execution and Delivery; Enforceability. (a) The Company Subject to obtaining the Bankruptcy Court Approval, each Oncor Entity has all requisite corporate limited liability company power and authority to execute execute, deliver and deliver perform this Agreement, to perform its obligations hereunder Agreement and each applicable Ancillary Agreement and to consummate the Merger Transactions. Subject to obtaining the Bankruptcy Court Approval, each Oncor Entity has taken all requisite limited liability company action required by its organizational documents or the DLLCA or the TBOC (as applicable) or other applicable Law to authorize the execution, delivery and performance of this Agreement and the applicable Ancillary Agreements and to authorize the consummation of the Transactions. Except for any action on the part of (x) a member of an Oncor Entity or (y) EFIH, subject, including authorization by EFH of action by EFIH (and in the case of action by both EFH and EFIH, subject to obtaining the MergerBankruptcy Court Approval), to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or that has been taken prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger hereof and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain remains in full force and effect effect, no action is required to be taken by any member of an Oncor Entity, Oncor Holdings, EFIH, EFH or other respective owners to authorize the execution, delivery and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption performance of this Agreement by or the affirmative vote applicable Ancillary Agreements or to authorize the consummation of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting Transactions. (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company b) Each Oncor Entity has duly executed and delivered this Agreement and, assuming at the due authorizationClosing (subject to the satisfaction or waiver of the applicable conditions to the obligations of such Oncor Entity) will have duly executed and delivered each applicable Ancillary Agreement, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its constitutes, and each applicable Ancillary Agreement, from and after the Closing, will constitute, a legal, valid and binding obligationobligation of such Oncor Entity, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the TransactionsMerger, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, of the Company and its shareholders, (iii) and declaring it advisable, for the Company to enter into this Agreement, (b) adopting this Agreement and approving the Merger Company’s execution, delivery and performance of this Agreement and the Transactions advisable consummation of the transactions contemplated thereby and (ivc) recommending resolving to recommend that the Company’s shareholders adopt approve this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption approval of this Agreement by the affirmative vote of the holders of two-thirds a majority of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)) and (ii) the filing of the Certificate of Merger as required by the GCC, no other vote or corporate proceedings on the part of the Company or its shareholders are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”). (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger Transactions. The execution and delivery by the Company of this Agreement and the Transactionsconsummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate actions on the part of the Company are necessary to authorize this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, Stockholder Approval if required by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)applicable Law. The Company has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except that such enforceability may be (i) limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application relating to or affecting creditors’ rights generally and (ii) subject to the Bankruptcy general equitable principles (whether considered in a proceeding in equity or at law) and Equity Exceptionany implied covenant of good faith and fair dealing. (b) Assuming the accuracy The Board of Parent’s representation in Section 3.12, Directors of the Company has taken all necessary action such that (the provisions of Chapter 1704 of the OGCL are not applicable to the Company“Company Board”), Parentat a meeting duly called and held, Merger Sub, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Offer, the Merger or and the other Transactions, (ii) determining that the terms of the Offer, the Merger and no the other Takeover Laws or any anti-takeover provision Transactions are fair to and in the Company Articles or best interests of the Company Regulations are, or at the Effective Time will be, applicable to stockholders of the Company, Parent(iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and (iv) if required by applicable Law, Merger Sub, this Agreement or any of recommending that the Merger Transactions. For purposes of Company’s stockholders adopt this Agreement, “Takeover Laws” means any “moratorium”, . No “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulationmoratorium” or other state takeover statute or similar state anti-takeover LawsLaw applies or purports to apply with respect to this Agreement, the Offer, the Merger or any other Transaction. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger, if required by applicable Law, is the adoption of this Agreement by the holders of a majority of the outstanding Company Common Stock (the “Company Stockholder Approval”). The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to consummate the Offer or any Transaction other than the Merger.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of such Parent Party and its Affiliates has all requisite corporate full power and authority to execute and deliver this Agreementthe Transaction Documents to which it is, or is specified to perform its obligations hereunder be, a party and to consummate the Merger Transactions to which it is, or is specified to be, a party. The execution, delivery and performance by each of such Parent Party and its Affiliates of the Transaction Documents to which it is, or is specified to be, a party and the Transactionsconsummation by each of such Parent Party and its Affiliates of the Transactions to which it is, or is specified to be, a party have been (or, with respect to such Affiliates, prior to the Closing Date will be) duly authorized by all necessary corporate or limited liability company action subject, in the case of the MergerUSAi, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair toUSAi Stockholder Approvals, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company such Parent Party or its Affiliates are necessary to authorize, adopt or approve authorize this Agreement or to consummate the Merger and the Transactions (except for the filing consummation of the Certificate Transactions. Each of Merger with the Secretary of State pursuant to the OGCL). The Company such Parent Party and its Affiliates has duly executed and delivered this Agreement and(to the extent a party hereto) and prior to the Effective Time will have duly executed and delivered each other Transaction Document to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Transaction Document to which it is, or is specified to be, a party will, after the Effective Time (assuming the due authorization, execution and delivery by each of Parent and Merger Subother party thereto), this Agreement constitutes constitute its legal, valid and binding obligationobligations, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 . The USAi Board formed a special committee of the OGCL are not applicable USAi Board, composed of the four disinterested directors on the USAi Board (the "Special Committee"), to the Company, Parent, Merger Sub, consider this Agreement, the Merger or other Transaction Documents to which USAi is a party and the Transactions, and no to make a recommendation with respect thereto to the entire USAi Board. The Special Committee, at a meeting duly called and held at which all members of the Special Committee were present either in person or by telephone, (x) received the opinion of Bear, Stearns & Co. to the effect that the consideration to be received by XXXx xx the Transactions is fair, from a financial point of view, to the stockholders of USAi other Takeover Laws or any anti-takeover provision than Universal, Liberty, Diller and their Affiliates, and (y) duly and unanimously (and withoux xxx abstentions) adopted resolutions (i) declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the Company Articles or best interests of the Company Regulations arepublic stockholders of USAi, or at the Effective Time will be, applicable other than stockholders party to the CompanyTransactions, Parentand (iii) recommending that the USAi Board approve this Agreement, Merger Subthe other Transaction Documents to which USAi is a party and the Transactions, and that the USAi Board declare the advisability of this Agreement. After receiving and considering such resolutions of the Special Committee, the USAi Board, at a meeting duly called and held at which all directors of USAi were present either in person or by telephone, duly adopted resolutions (i) approving and declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the best interests of the public stockholders of USAi other than stockholders party to the Transactions, (iii) directing that this Agreement or any and the Transactions be submitted to a vote at a meeting of USAi's stockholders to be held as promptly as practicable following the Merger Transactions. For purposes date of this Agreement, “Takeover Laws” means (iv) recommending that such stockholders adopt this Agreement and approve and authorize the Transactions to the extent USAi is a party thereto and (v) approving the other Transaction Documents to which USAi is a party and the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn in any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsway.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of the Selling Entities has all requisite corporate necessary power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and, upon entry and effectiveness of the Sale Order, in accordance with the terms hereof and thereof, will have all necessary corporate or similar authority to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, execution and delivery by a unanimous vote at a meeting duly called on or prior to the date Selling Entities of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted other Transaction Documents to which any Selling Entity is a party, the Company’s shareholders at a duly held meeting performance and compliance by the Selling Entities with each of such shareholders for such purpose (the “Company Shareholders Meeting”)their obligations herein and therein, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement consummation by the affirmative vote Selling Entities of the holders of two-thirds of the outstanding Company Common Shares Transactions have been duly and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no validly authorized and approved by all necessary corporate or other corporate proceedings action on the part of the Company Selling Entities, and no other corporate or other Proceedings on the part of the Selling Entities and no other stockholder votes are necessary to authorize, adopt or approve authorize the execution of this Agreement or to consummate the Merger and other Transaction Documents, or the Transactions (except for performance or consummation by the filing Selling Entities of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Transactions. The Company Each Selling Entity has duly and validly executed and delivered this Agreement and will (as of the Closing) duly and validly execute and deliver the other Transaction Documents to which it is a party and, assuming the due authorization, execution and delivery by each the Buyer of Parent this Agreement and Merger Subthe other Transaction Documents to which it is party, and by the other parties to the Transaction Documents, this Agreement constitutes its and the other Transaction Documents will constitute (as of the Closing) legal, valid and binding obligationobligations of each Selling Entity, enforceable against it such Selling Entity in accordance with its terms, subject in all cases to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the Bankruptcy enforcement of creditors’ rights generally and Equity Exception. (b) Assuming general equitable principles, whether considered in a proceeding at law or in equity (such exceptions described in the accuracy of Parent’s representation in Section 3.12foregoing clauses (a), (b) and (c), collectively, collectively, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratoriumEnforceability Exceptions”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and transactions contemplated hereby, including the TransactionsMerger, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, of the Company and its shareholders, (iii) and declaring it advisable, for the Company to enter into this Agreement, (b) adopting this Agreement and approving the Merger Company’s execution, delivery and performance of this Agreement and the Transactions advisable consummation of the transactions contemplated thereby and (ivc) recommending resolving to recommend that the Company’s shareholders adopt approve this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption approval of this Agreement by the affirmative vote of the holders of two-thirds a majority of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)) and (ii) the filing of the Articles of Merger as required by the KGCC, no other vote or corporate proceedings on the part of the Company or its shareholders are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and transactions contemplated hereby, including the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”). (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the TransactionsIntegrated Mergers, subject, in the case of the MergerIntegrated Mergers, to the receipt of the Company Shareholder Approval. The Company BoardBoard has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving and adopting this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholders, shareholders and (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt approve this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption approval of this Agreement by the affirmative vote of the holders of twoseventy-thirds five percent (75%) of all the issued and outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions Integrated Mergers (except for the filing of the Initial Articles of Merger, the Subsequent Certificate of Merger with and other documents as required by the Secretary of State pursuant to HBCA, the OGCLDGCL or the DLLCA). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Parent, Merger Sub I and Merger SubSub II, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt affirmative vote of shareholders representing two-thirds or more of the voting power of the Company Shares present and voting in person or by proxy at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company BoardBoard has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the TransactionsCayman Plan of Merger, (ii) determining that entering into this Agreement, the Merger Agreement and the Transactions are fair to, and Cayman Plan of Merger is in the best interests of, of the Company and its shareholders, (iii) declaring this Agreement, the Merger Agreement and the Transactions Cayman Plan of Merger advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger Agreement and the Transactions (such recommendation, the “Company Board Recommendation”) Cayman Plan of Merger and directing that this Agreement and the Cayman Plan of Merger be submitted to the Company’s shareholders for adoption at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings action on the part of the Company are is necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate Cayman Plan of Merger with and other documents required to effect the Secretary of State Merger pursuant to the OGCLCayman Companies Law). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12No “fair price”, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement. There are no rights plans, anti-takeover Lawsplans or other Contracts or understandings to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound with respect to their respective equity securities.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of such Parent Party and its Affiliates has all requisite corporate full power and authority to execute and deliver this Agreementthe Transaction Documents to which it is, or is specified to perform its obligations hereunder be, a party and to consummate the Merger Transactions to which it is, or is specified to be, a party. The execution, delivery and performance by each of such Parent Party and its Affiliates of the Transaction Documents to which it is, or is specified to be, a party and the Transactionsconsummation by each of such Parent Party and its Affiliates of the Transactions to which it is, or is specified to be, a party have been (or, with respect to such Affiliates, prior to the Closing Date will be) duly authorized by all necessary corporate or limited liability company action subject, in the case of the MergerUSAi, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair toUSAi Stockholder Approvals, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company such Parent Party or its Affiliates are necessary to authorize, adopt or approve authorize this Agreement or to consummate the Merger and the Transactions (except for the filing consummation of the Certificate Transactions. Each of Merger with the Secretary of State pursuant to the OGCL). The Company such Parent Party and its Affiliates has duly executed and delivered this Agreement and(to the extent a party hereto) and prior to the Effective Time will have duly executed and delivered each other Transaction Document to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Transaction Document to which it is, or is specified to be, a party will, after the Effective Time (assuming the due authorization, execution and delivery by each of Parent and Merger Subother party thereto), this Agreement constitutes constitute its legal, valid and binding obligationobligations, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 . The USAi Board formed a special committee of the OGCL are not applicable USAi Board, composed of the four disinterested directors on the USAi Board (the "Special Committee"), to the Company, Parent, Merger Sub, consider this Agreement, the Merger or other Transaction Documents to which USAi is a party and the Transactions, and no other Takeover Laws to make a recommendation with respect thereto to the entire USAi Board. The Special Committee, at a meeting duly called and held at which all members of the Special Committee were present either in person or any anti-takeover provision by telephone, (x) received the opinion of Bear, Stearns & Co. to the effect that the consideration to be received xx XXXx in the Company Articles or the Company Regulations areTransactions is fair, or at the Effective Time will befrom a financial point of view, applicable to the Companystockholders of USAi other than Universal, ParentLiberty, Merger SubDiller and their Affiliates, and (y) duly and unanimously (and witxxxx xny abstentions) adopted resolutions (i) declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the best interests of the public stockholders of USAi, other than stockholders party to the Transactions, and (iii) recommending that the USAi Board approve this Agreement, the other Transaction Documents to which USAi is a party and the Transactions, and that the USAi Board declare the advisability of this Agreement. After receiving and considering such resolutions of the Special Committee, the USAi Board, at a meeting duly called and held at which all directors of USAi were present either in person or by telephone, duly adopted resolutions (i) approving and declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the best interests of the public stockholders of USAi other than stockholders party to the Transactions, (iii) directing that this Agreement or any and the Transactions be submitted to a vote at a meeting of USAi's stockholders to be held as promptly as practicable following the Merger Transactions. For purposes date of this Agreement, “Takeover Laws” means (iv) recommending that such stockholders adopt this Agreement and approve and authorize the Transactions to the extent USAi is a party thereto and (v) approving the other Transaction Documents to which USAi is a party and the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn in any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsway.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Company Shareholder Stockholders Meeting (the “Company Stockholder Approval”). The Company BoardBoard has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving determining that the terms of this Agreement, the Merger and the Transactions, (ii) determining that entering into other transactions contemplated by this Agreement, the Merger and the Transactions Agreement are fair to, to and in the best interests of, of the Company and its shareholdersstockholders, (iiiii) approving and declaring advisable the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, including the Merger and the Transactions advisable Merger, and (iviii) recommending that the Company’s shareholders adopt this Agreement, stockholders vote in favor of the Merger adoption and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that approval of this Agreement and the Merger be submitted to transactions contemplated by this Agreement, including the Company’s shareholders Merger, at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger in accordance with the Secretary relevant provisions of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its the Company’s legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the Transactions, subject, in subject only to adoption of this Agreement by the case holders of a majority of the Merger, outstanding Company Common Stock entitled to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote on such matter at a stockholders’ meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders MeetingRequisite Vote”), . The execution and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to delivery by the extent, expressly permitted by Section 5.02(c)). Except for the adoption Company of this Agreement and the consummation by the affirmative vote Company of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other Transactions have been duly authorized by all necessary corporate proceedings action on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Company. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it the Company in accordance with its termsterms (except insofar as such enforceability may be limited by bankruptcy, subject insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting the Bankruptcy enforcement of creditors’ rights and remedies, or by general principles of equity governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity and except as rights to indemnity and contribution may be limited by state or Federal securities laws or public policy underlying such laws (the “Bankruptcy, Equity and Indemnity Exception”)). (b) Assuming the accuracy The board of Parent’s representation in Section 3.12, directors of the Company has taken all necessary action such (the “Company Board”), at a meeting duly called and held, duly adopted resolutions unanimously (i) determining that the provisions of Chapter 1704 Transactions are fair to and in the best interest of the OGCL are Company and its stockholders, (ii) approving and declaring advisable the Merger and the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, (iii) irrevocably approving for all purposes, to the extent permitted by Law, Parent, Merger Sub and their respective affiliates not to be subject to any “moratorium,” “control share acquisition,” “fair price,” “interested shareholder,” “affiliate transaction,” “business combination,” or other antitakeover Laws (including Section 203 of the DGCL) of any jurisdiction that may purport to be applicable to the Company, Parent, Merger SubSub or any of their respective affiliates or this Agreement or the Transactions with respect to any of the foregoing and (iv) resolving to recommend that the holders of Company Common Stock vote in favor of the adoption of this Agreement and the Merger (such recommendation, the “Company Board Recommendation”), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way. The only vote or approval of the Merger holders of any class or the Transactions, and no other Takeover Laws or any anti-takeover provision in series of capital stock of the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of Company Subsidiaries which is required to adopt and approve this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover LawsAgreement and the Transactions is the Company Requisite Vote.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and transactions contemplated hereby, including the TransactionsMerger, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, of the Company and its shareholders, (iii) and declaring it advisable, for the Company to enter into this Agreement, (b) adopting this Agreement and approving the Merger Company’s execution, delivery and performance of this Agreement and the Transactions advisable consummation of the transactions contemplated thereby and (ivc) recommending resolving to recommend that the Company’s shareholders adopt approve this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption approval of this Agreement by the affirmative vote of the holders of two-thirds a majority of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)) and (ii) the filing of the Articles of Merger as required by the IBCL, no other vote or corporate proceedings on the part of the Company or its shareholders are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and transactions contemplated hereby, including the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”). (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Stockholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the The Company Board has taken all adopted such resolutions as are necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, render inapplicable to this Agreement, the Merger Merger, the Voting Agreement and the other transactions contemplated hereby or thereby the Transactions, and no other Takeover Laws or any anti-takeover provision restrictions on “business combinations” (as defined in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any Section 203 of the Merger TransactionsDGCL) as set forth in Section 203 of the DGCL. For purposes of this AgreementNo “fair price”, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsantitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger, the Voting Agreement or any of the other transactions contemplated hereby or thereby.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt affirmative vote of shareholders representing two-thirds or more of the voting power of the Company Shares present and voting in person or by proxy at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company BoardBoard has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the TransactionsCayman Plan of Merger, (ii) determining that entering into this Agreement, the Merger Agreement and the Transactions are fair to, and Cayman Plan of Merger is in the best interests of, of the Company and its shareholders, (iii) declaring this Agreement, the Merger Agreement and the Transactions Cayman Plan of Merger advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger Agreement and the Transactions (such recommendation, the “Company Board Recommendation”) Cayman Plan of Merger and directing that this Agreement and the Cayman Plan of Merger be submitted to the Company’s shareholders for adoption at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings action on the part of the Company are is necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate Cayman Plan of Merger with and other documents required to effect the Secretary of State Merger pursuant to the OGCLCayman Companies Law). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12No “fair price”, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement. There are no rights plans, anti-takeover Lawsplans or other Contracts or understandings to which the Company is a party or by which the Company is bound with respect to their respective equity securities.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder and under this Agreement and, subject to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of obtaining the Company Shareholder Approval, to consummate the Transactions. The Company Boardexecution, and delivery by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving of this Agreement, the Merger performance and compliance by the Company with each of its obligations herein, and the Transactions, (ii) determining that entering into this Agreement, the Merger and consummation by it of the Transactions are fair to, and in have been duly authorized by all necessary corporate action on the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that part of the Company’s shareholders adopt this Agreement, subject to obtaining the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), and no other corporate proceedings on the part of the Company and no other shareholder votes are necessary to authorizeauthorize this Agreement, adopt the Plan of Merger or approve this Agreement or to consummate the Merger consummation by the Company of the Transactions under the CICA and the Transactions (except for the filing memorandum and articles of association of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Company. The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubSub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, subject to except as limited by Laws affecting the Bankruptcy and Equity Exceptionenforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) Assuming The Company Board, at a meeting duly called and held in compliance with the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 requirements of the OGCL are not applicable to memorandum and articles of association of the Company, Parent, Merger Sub, this Agreement, the Merger or unanimously adopted resolutions (i) determining that the Transactions, including the Merger, are advisable, fair to and no other Takeover Laws or any anti-takeover provision in the Company Articles or best interests of the Company Regulations areand its shareholders, or at (ii) approving, adopting and declaring advisable this Agreement and the Effective Time will beTransactions, applicable including the Merger, (iii) directing that this Agreement be submitted to the shareholders of the Company for its adoption, and (iv) recommending that the Company, Parent, Merger Sub, ’s shareholders adopt this Agreement (the “Company Board Recommendation”) which Company Board Recommendation has not been withdrawn, rescinded or modified in any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsway except in accordance with Section 5.5.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and the receipt of the Company Stockholder Approval, to consummate the Merger transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the Transactionsconsummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.12The Company Board, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Companyat a meeting duly called and held, Parent, Merger Sub, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger or and the Transactionsother transactions contemplated by this Agreement, (ii) determining that the terms of the Merger and no the other Takeover Laws or any anti-takeover provision transactions contemplated by this Agreement are fair to and in the Company Articles or best interests of the Company Regulations are, or at the Effective Time will be, applicable to stockholders of the Company, Parent, Merger Sub, (iii) directing that this Agreement or any be submitted to a vote at a meeting of the Merger TransactionsCompany’s stockholders, (iv) recommending that the Company’s stockholders adopt this Agreement and (v) declaring that this Agreement is advisable. For purposes The approval of this Agreement, the Merger and the other transactions contemplated hereby by the Company Board referred to in this Section 5.4(b) constitutes approval of the Merger for purposes of Section 203 of the DGCL and represents the only action necessary to ensure that the restrictions on “Takeover Lawsbusiness combinations” means any (as such term is defined therein) set forth in Section 203 of the DGCL does not and will not apply to the execution or delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby. No other “fair price”, “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other state takeover statute or similar state statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Merger or any other transaction contemplated by this Agreement. There is no rights agreement, “poison pill” anti-takeover Lawsplan or other similar plan, device or arrangement to which the Company or any Company Subsidiary is a party or by which it or they are bound with respect to any capital stock of or other equity interest in the Company. (c) The only vote of holders of any class or series of capital stock of the Company necessary to approve and adopt this Agreement and the Merger is the adoption of this Agreement by the holders of a majority of the outstanding Company Common Shares and the Company Series A Preferred Shares (on an as-converted basis), voting together as a single class (the “Company Stockholder Approval”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subjectsubject only, in the case of the Merger, to the receipt adoption of this Agreement by the affirmative vote of holders of a majority of the outstanding shares of Company Shareholder Common Stock entitled to vote on such matter at the Company Stockholders Meeting (the “Company Stockholder Approval”). The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions Board has unanimously (i) approving approved the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining determined that entering into this Agreement, the Merger and the Transactions are Agreement is fair to, and in the best interests of, the Company and its shareholdersstockholders, (iii) declaring declared this Agreement, Agreement and the Merger and the Transactions advisable and (iv) recommending subject to Section 5.02, resolved to recommend that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement, including the sale of the Life Sciences Business pursuant to the Life Sciences SAPA (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds not less than seventy percent (70%) of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof (provided that at least a majority in voting power of the shares of Company Common Stock are represented in person or by proxy at such meeting or any adjournment or postponement thereof) (the “Company Shareholder Stockholder Approval”). The Company Board has by resolutions duly adopted (i) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (ii) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger, are in the best interests of the Company and its stockholders, (iii) declared this Agreement advisable, and (iv) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), and, subject to Section 5.02, such resolutions have not been withdrawn, amended or modified. The Company Board has directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) The Company Board has taken all actions necessary to (a) render the Company Rights Plan inapplicable to this Agreement and the transactions contemplated hereby and (b) ensure that (i) none of Parent, Merger Sub or any other Subsidiary of Parent is an Acquiring Person (as such term is defined in the Company Rights Plan) pursuant to the Company Rights Plan solely as a result of the Merger Agreement and the transactions contemplated thereby, (ii) a “Distribution Date” or a “Stock Acquisition Date” (as such terms are defined in the Company Rights Plan) does not occur, in each case, as a result of the adoption, approval, execution or delivery of the Merger Agreement or the consummation of the Merger Agreement and (iii) the “Final Expiration Date” (as defined in the Company Rights Plan) shall be extended to the earlier of May 24, 2014 or immediately prior to the Effective Time. Assuming the accuracy of Parent’s representation and warranty set forth in Section 3.124.16 is true and correct, the Company Board has taken all adopted such resolutions as are necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, render inapplicable to this Agreement, the Merger or and the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, transactions contemplated by this Agreement or any the restrictions on “business combinations” (as defined in Section 203 of the Merger TransactionsDGCL) as set forth in Section 203 of the DGCL. For purposes of this AgreementNo “fair price”, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover antitakeover statute or similar statute or regulation (collectively, “Takeover Laws”) applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactions in accordance with the terms of this Agreement, subject, in the case of the consummation of the Merger to receipt of the Company Stockholder Approval (as defined in Section 3.04(c)) and the filing of the Certificate of Merger as required by the DGCL. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Transactions in accordance with the terms of this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Transactions, subject, in the case of the consummation of the Merger, to the receipt of the Company Shareholder ApprovalStockholder Approval and the filing of the Certificate of Merger as required by the DGCL. The Company Boardhas duly executed and delivered this Agreement, and, assuming due execution and delivery hereof by a unanimous vote Acquirer, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Special Committee, at a meeting duly called on or prior to and held, duly adopted unanimous resolutions (i) determining that the date terms and conditions of the Merger and the other Transactions are fair to, and in the best interest of, the Company’s stockholders, (ii) approving this Agreement at which a quorum Agreement, (iii) recommending that the Board of directors Directors of the Company was presentapprove this Agreement, and (iv) recommending that the Board of Directors of the Company resolve to recommend that the Company’s stockholders approve and adopt this Agreement and approve the Merger. (c) The Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions (i) approving this Agreement, determining that the terms of the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, the Company and its shareholdersCompany’s stockholders, (iiiii) declaring approving this Agreement, the Merger and the Transactions advisable and (iviii) recommending that the Company’s shareholders stockholders approve and adopt this Agreement and approve the Merger. Such resolutions and the previous actions taken by the Company Board are sufficient to render inapplicable the provisions of Section 203 of the DGCL to (A) this Agreement, (B) the Merger and (C) the other Transactions. No other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Merger or any other Transaction. (d) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement, approve the Transactions (such recommendation, Merger and consummate the “Company Board Recommendation”) Merger is the approval and directing that adoption of this Agreement and the approval of the Merger be submitted to by the Company’s shareholders at holders of a duly held meeting majority of such shareholders for such purpose the outstanding Company Common Stock (the “Company Shareholders MeetingStockholder Approval”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the The affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred SharesCapital Stock, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of them, is not necessary to consummate any Transaction other than the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover LawsMerger.

Authority; Execution and Delivery; Enforceability. (a) The Company Sun has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger Xxx Xxxxxx and the Transactionstransactions contemplated by this Agreement, subject, in the case of the Merger, subject to the receipt of the Company Shareholder ApprovalSun Shareholders Approval and the Sun Certificate of Merger from the Companies Registrar. The Company BoardSun Board (and, by a unanimous vote if appropriate, any committee thereof), at a meeting duly called on or prior to and held in compliance with the date requirements of this Agreement at which a quorum Israeli Companies Law and the Sun Articles, has adopted resolutions, by unanimous vote of all directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactions, consummation of the Sun Merger upon the terms and subject to the conditions contained herein; (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Sun and its shareholdersshareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Sun Surviving Corporation will be unable to fulfill the obligations of Sun and its creditors as a result of the Sun Merger; (iii) declaring this Agreement, the Merger Agreement and the Transactions advisable transactions contemplated by this Agreement advisable; and (iv) recommending that the CompanySun’s shareholders adopt vote in favor of the adoption of this Agreement and directing that such adoption be submitted to Sun’s shareholders for approval at the Sun Shareholders’ Meeting. As of the date Sun countersigns this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Sun Shareholder Approval”), no other corporate proceedings on the part of the Company Sun are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Sun Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLIsraeli Companies Law). The Company Xxx has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Xxxxxxx, Parent, Trident Merger Sub and Sun Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 The affirmative vote of the OGCL are not applicable to holders of a majority of the Company, Parent, Merger Sub, Sun Ordinary Shares present in person or represented by proxy and voting at the Sun Shareholders’ Meeting approving the adoption of this Agreement, the Sun Merger or and the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any consummation of the Merger Transactions. For purposes other transactions contemplated hereby (the “Sun Shareholder Approval”), is the only vote of the holders of any class or series of Sun’s Capital Stock necessary to approve and adopt this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or the Mergers and the consummation of the other similar state anti-takeover Lawstransactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Stockholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company or of any Company Subsidiary are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the The Company Board has taken all adopted such resolutions as are necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, render inapplicable to this Agreement, the Merger or and the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, transactions contemplated by this Agreement or any the restrictions on “business combinations” (as defined in Section 203 of the Merger TransactionsDGCL) as set forth in Section 203 of the DGCL. For purposes of this AgreementNo “fair price”, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsantitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.123.10, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.fair

Authority; Execution and Delivery; Enforceability. (a) The Company Qwest has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Qwest Stockholder Approval. The Company Board of Directors of Qwest (the “Qwest Board”) has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Qwest was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Qwest and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the CompanyQwest’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the CompanyQwest’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Qwest Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding Company shares of Qwest Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Qwest Stockholders Meeting (the “Company Shareholder Qwest Stockholder Approval”), no other corporate proceedings on the part of the Company Qwest are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company Qwest has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent CenturyLink and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company The Qwest Board has taken all adopted such resolutions as are necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, render inapplicable to this Agreement, the Merger or and the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, transactions contemplated by this Agreement or any the restrictions on “business combinations” (as defined in Section 203 of the Merger TransactionsDGCL) as set forth in Section 203 of the DGCL. For purposes of this AgreementNo “fair price”, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsantitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger Transactions. The execution and delivery by the Company of this Agreement and the Transactionsconsummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions Approval (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and as defined in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”Section 3.04(c), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery hereof by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exceptionother similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Assuming The Company's Board of Directors (the accuracy of Parent’s representation in Section 3.12"Company Board"), the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, at a meeting duly called and held duly and unanimously adopted resolutions (i) approving this Agreement, the Offer, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its shareholders, (iii) recommending that the holders of the Company Common Stock accept the Offer and tender their shares of the Company Common Stock pursuant to the Offer (the "Company Recommendation"), (iv) recommending that the Company's shareholders approve this Agreement, if such approval is required, (v) adopting a plan of merger relating to the Merger as required by the MBCA and (vi) directing that such plan of merger be submitted for approval by the Company's shareholders, if necessary. In addition, the Company Board has taken all action necessary to render Chapter 7A and Chapter 7B of the MBCA and Article 10 of the Company's By-laws inapplicable to this Agreement, the Offer, the Merger, the other Transactions and Sub's holding and voting of shares of the Company Common Stock held by Sub after the Offer or acquired upon exercise of the Parent Option. To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Offer, the Merger or the Transactions, and no any other Takeover Laws or any anti-takeover provision Transaction. Unless otherwise required by its fiduciary duties (as determined in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable good faith by a majority of its members after consultation with outside legal counsel to the Company) the Company Board shall not amend, Parentmodify, withdraw, condition or qualify the Company Recommendation in a manner adverse to Parent or Sub. (c) Unless the Merger Subcan be effected pursuant to Section 450.1711 of the MBCA (in which case no approval of holders of any class or series of the Company Capital Stock is required), the only vote of holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of shares of the Company Common Stock representing a majority of all the votes entitled to be cast thereon (the "Company Shareholder Approval"). The affirmative vote of the holders of the Company Capital Stock, or any of them, is not necessary to consummate any Transaction (including the Merger Transactions. For purposes Offer) other than the Merger. (d) The members of this Agreementthe Company Board have advised the Company that they intend to tender all shares of the Company Common Stock owned by them into the Offer, “Takeover Laws” means except for (i) the tender of shares of the Company Common Stock that would subject a member of the Company Board to liability under Section 16(b) under the Exchange Act and (ii) shares of the Company Common Stock which, or with respect to which, any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” such member of the Company Board acts in a fiduciary or “business combination statute representative capacity or regulation” or other similar state anti-takeover Lawsis subject to the instructions of a third party with respect to such tender.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder under this Agreement and to consummate the Merger Transactions. The execution and the Transactions, subject, in the case of the Merger, to the receipt of delivery by the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger performance and compliance by the Company with each of its obligations herein, and the Transactions, (ii) determining that entering into this Agreement, the Merger and consummation by it of the Transactions are fair to, and in have been duly authorized by all necessary corporate action on the best interests of, part of the Company and its shareholdersand, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting Stock Consent (the “Company Shareholder Approval”which has been obtained), no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize, adopt or approve authorize this Agreement or to consummate the Merger and consummation by the Transactions (except for the filing Company of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Transactions. The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubSub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, subject to except as may be limited by Laws affecting the Bankruptcy enforcement of creditors’ rights generally and Equity Exceptionby general equitable principles (whether considered in a Proceeding at law or in equity). (b) The Company Board, at a meeting duly called and held, at which all of the directors were present, unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the consummation of the Transactions, (ii) determining that the terms of the Agreement and the Offer and the Merger are fair to, and in the best interests of, the Company and its stockholders, (iii) determining that the Merger shall be effected as soon as practicable following the Acceptance Time without a vote of the Company’s stockholders pursuant to Section 251(h) of the DGCL and (iv) recommending that its stockholders accept the Offer and tender their Company Shares and shares of Company Preferred Stock, as applicable, to Merger Sub in response to the Offer (the “Company Board Recommendation”), which resolutions have not been subsequently withdrawn, amended or modified as of the date of this Agreement. (c) The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar Law are not and will not be applicable to this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the other Transactions. Assuming the accuracy of Parent’s representation the representations and warranties of Parent and Merger Sub set forth in Section 3.124.6, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable no other takeover, anti-takeover, business combination, moratorium, fair price, control share acquisition or similar Law applies to the Company, Parent, Merger Sub, this AgreementOffer, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this AgreementThe Company and its Subsidiaries do not have in effect any stockholder rights plan, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulationpoison pill” or other similar state anti-takeover Lawsplan or arrangement. Except for the Preferred Consent (which has been obtained), the only vote of holders of any class or series of Company Shares or other Equity Interests of the Company necessary to adopt this Agreement and approve the Merger would be, in the absence of Section 251(h) of the DGCL, the affirmative vote of holders of a majority in voting power of the Company Shares and shares of Company Preferred Stock outstanding and entitled to vote thereon, voting together as a single class.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote (the “Company Shareholder Stockholder Approval”) at the Company Stockholders Meeting. The Company Board, by a unanimous vote at At a meeting duly called on or and held, prior to the date execution of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger Company Board has unanimously (a) approved and the Transactions, (ii) determining declared that entering into this Agreement, Agreement and the Merger and the Transactions other transactions contemplated by this Agreement are fair to, and in the best interests of, the Company and its shareholders, stockholders (iiib) declaring declared that it is in the best interests of the Company and its stockholders that the Company enter into this Agreement and consummate the transactions contemplated hereby on the terms and subject to the conditions set forth in this Agreement, and (c) resolved, subject to Section 5.03, to recommend that its stockholders approve the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders ), at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholder Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have the Company Board Recommendation, has not been amended modified, rescinded or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)withdrawn. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to in each case, as enforcement may be limited by the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company Partnership has all requisite corporate partnership power and authority to execute execute, deliver and deliver perform this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger transactions contemplated hereby (the "Transactions"). (b) The execution, delivery and performance by the Transactions, subject, in the case Partnership of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement consummation by the affirmative vote Partnership of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings Transactions have been duly authorized by all necessary partnership action on the part of the Company are necessary Partnership, subject to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions receipt of Unitholder Approval. (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). c) The Company Partnership has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it the Partnership in accordance with its terms, subject to except that enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the Bankruptcy enforcement of creditor's rights generally and Equity Exceptionthe application of general principles of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity). (bd) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 The affirmative vote of the OGCL are not applicable holders of a majority of the outstanding Units ("Unitholder Approval") is the only vote of any class or series of the Partnership's limited partner interests required to approve the CompanyMerger and adopt this Agreement. (i) The Audit Committee of the Board of Directors of the General Partner has approved the payment of the "Purchase Price" provided for in the Purchase Agreement and the Merger Price, Parent, Merger Sub, and (ii) the Board of Directors of the General Partner has duly adopted resolutions (A) approving this Agreement, the Merger or the TransactionsMerger, and no other Takeover Laws or any anti-takeover provision in the Company Articles or Other Transactions (including the Company Regulations are, or at payment to certain of the Effective Time will be, applicable HWG Parties of the consideration to be paid to such parties pursuant to the CompanyPurchase Agreement) in accordance with the applicable provisions of the DRULPA and the Partnership Agreement, Parent, Merger Sub, this Agreement or any (B) determining that the terms of the Merger Transactions. For purposes and the Other Transactions are fair to and in the best interests of the Partnership and its unitholders, other than the General Partner and its affiliates, and (C) recommending that the holders of Units approve and adopt this Agreement and the Merger and the transfer of the general partner interest in the Partnership pursuant to the Purchase Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and Transactions, including the TransactionsMerger, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. . (b) The Company BoardBoard has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving and adopting this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger Agreement and the Transactions are fair toconsummation of the Transactions, and including the Merger, is in the best interests of, of the Company and its shareholders, and (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt Company Shareholders approve this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders Company Shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn as of the date of this Agreement. (except as, and only to the extent, expressly permitted by Section 5.02(c)). c) Except for the adoption approval of this Agreement by the affirmative vote of the holders of more than two-thirds (2/3) of all the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case votes entitled to vote be cast at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLVSCA). . (d) The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (be) Assuming the accuracy of Parent’s representation and Merger Sub’s representations and warranties in Section 3.123.27, the Company has and the Company Board have taken all necessary action such that actions required to be taken by them to exempt this Agreement, the provisions of Chapter 1704 Merger and the other Transactions from Article 14 and Article 14.1 of the OGCL VSCA, and there are not no other anti-takeover statutes or regulations applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the other Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger transactions provided for or contemplated by this Agreement, including the Offer and the Merger (collectively, the "Transactions"), subject, in the case of the Merger, to the receipt of the Company Shareholder ApprovalStockholder Approval if required by Law. The Company Board, execution and delivery by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that of this Agreement and the Merger consummation by it of the Transactions to be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended performed or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement consummated by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares have been duly and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other validly authorized by all necessary corporate proceedings action on the part of the Company are necessary to authorizeCompany, adopt or approve this Agreement or to consummate subject, in the Merger and the Transactions (except for the filing case of the Certificate Merger, to receipt of Merger with the Secretary of State pursuant to the OGCL)Company Stockholder Approval if required by Law. The Company has duly executed and delivered this Agreement Agreement, and, assuming this Agreement constitutes the due authorization, execution valid and delivery by each binding obligation of Parent and Merger SubPurchaser, this Agreement constitutes its the legal, valid and binding obligationobligation of the Company, enforceable against it in accordance with its terms, subject to the Bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors' rights generally and Equity Exceptionto general principles of equity. (b) Assuming The Company Board of Directors, at a meeting duly called and held, has unanimously (i) approved this Agreement, and deemed this Agreement, the Offer, the Merger and the Transactions advisable, fair to and in the best interests of the Company and the Company Stockholders, (ii) approved and adopted this Agreement and the Transactions, including the Offer and the Merger, in all respects, (iii) subject to Section 6.3, resolved to recommend that the Company Stockholders accept the Offer, that the Company Stockholders tender their Shares in the Offer, and that the Class A Stockholders adopt this Agreement to the extent required by applicable Law, and (iv) for purposes of Article IV, Sections 1A.6, 1A.8 and 1A.15 of the Company Charter, consented to the transfer of Shares pursuant to the Offer, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified as of the date of this Agreement. Subject to the accuracy of Parent’s the representation set forth in the second sentence of Section 3.124.2(b), the action taken by the Company has taken all necessary action such that the provisions Board of Chapter 1704 of the OGCL are not applicable Directors is sufficient to the Company, Parent, Merger Sub, render inapplicable to Parent and Purchaser and this Agreement, the Merger or and the Transactions, other Transactions the restrictions on "business combinations" contained in Section 203 of the DGCL and no other Takeover Laws or any anti-takeover provision in constitutes approval thereof for purposes of Section 203 of the Company Articles or DGCL and represents the Company Regulations are, or at only action necessary to ensure that Section 203 of the Effective Time DGCL does not and will be, applicable not apply to the Companyexecution, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes delivery and performance of this Agreement, “Takeover Laws” means any “moratorium”including the consummation of the Offer, “control share acquisition”the Merger and the other Transactions. To the Company's Knowledge, “fair price”, “supermajority”, “affiliate transactions” or “business combination no other state takeover statute or regulation” similar statute or other similar state anti-takeover Lawsregulation applies or purports to apply to the Transactions (including each of the Offer and the Merger). (c) Subject to Section 1.9 of this Agreement and subject to the accuracy of the representation set forth in the second sentence of Section 4.2(b), the only vote of holders of any class or series of Company capital stock necessary to approve and adopt this Agreement and the Merger is the adoption of this Agreement by the holders of a majority of the outstanding Class A Shares (the "Company Stockholder Approval").

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of the holders of a majority of all shares of Company Shareholder Capital Stock, on an as converted to Company Common Stock basis, entitled to vote at the Company Stockholders Meeting (the “Company Stockholder Approval”). The Company BoardBoard has adopted resolutions, by a unanimous vote of the board of directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of the board of directors of the Company was present, adopted resolutions (i) approving determining that the terms of this Agreement, the Merger Merger, the Voting Agreement and the Transactions, (ii) determining that entering into other transactions contemplated by this Agreement, the Merger Agreement and the Transactions Voting Agreement are fair to, to and in the best interests of, of the Company and its shareholdersstockholders, (iiiii) approving and declaring advisable the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, the Merger and the Transactions advisable and (iviii) recommending that the Company’s shareholders adopt this Agreement, stockholders vote in favor of the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that adoption of this Agreement and the Merger be submitted to approval of the Company’s shareholders transactions contemplated by this Agreement, including the Merger, at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate or other organizational proceedings on the part of the Company or any Company Subsidiary are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger in accordance with the Secretary relevant provisions of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder under this Agreement and to consummate the Merger Transactions. The execution and the Transactions, subject, in the case of the Merger, to the receipt of delivery by the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger performance and compliance by the Company with each of its obligations herein, and the Transactions, (ii) determining that entering into this Agreement, the Merger and consummation by it of the Transactions are fair tohave been duly authorized by all necessary corporate action on the part of the Company, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company and no other Company stockholder votes are necessary to authorize, adopt or approve authorize this Agreement or to consummate the Merger and consummation by the Transactions (except for the filing Company of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Transactions. The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubSub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, subject to except as may be limited by Laws affecting the Bankruptcy enforcement of creditors’ rights generally and Equity Exceptionby general equitable principles (whether considered in a Proceeding at law or in equity). (b) The Company Board, at a meeting duly called and held, at which all of the directors were present, unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the consummation of the Transactions, (ii) determining that the terms of the Agreement and the Offer and the Merger are fair to, and in the best interests of, the Company and its stockholders, (iii) determining that the Merger shall be effected as soon as practicable following the Acceptance Time without a vote of the Company’s stockholders pursuant to Section 251(h) of the DGCL and (iv) recommending that its stockholders accept the Offer and tender their Company Shares to Merger Sub in response to the Offer (the “Company Board Recommendation”), which resolutions have not been subsequently withdrawn, amended or modified as of the date of this Agreement. (c) The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar Law are not and will not be applicable to this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the other Transactions. Assuming the accuracy of Parent’s representation the representations and warranties of Parent and Merger Sub set forth in Section 3.124.6, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable no other takeover, anti-takeover, business combination, moratorium, fair price, control share acquisition or similar Law applies to the Company, Parent, Merger Sub, this AgreementOffer, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this AgreementThe Company and its Subsidiaries do not have in effect any stockholder rights plan, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulationpoison pill” or other similar state anti-takeover Lawsplan or arrangement.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, execution and delivery by a unanimous vote at a meeting duly called on or prior to the date Parent and Merger Sub of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the consummation by Parent and Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote Sub of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other transactions contemplated hereby have been duly authorized by all necessary corporate proceedings action on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Parent and Merger Sub. Each of Parent and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company Sub has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy The Board of Parent’s representation in Section 3.12, the Company has taken all necessary action such Directors of Parent has: (i) determined that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or and the Transactionsother transactions contemplated by this Agreement are fair to, and no other Takeover Laws or any anti-takeover provision in the Company Articles or best interests of, Parent and its stockholder and that, considering the Company Regulations arefinancial position of the merging companies, or at no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of Merger Sub to its creditors existing as of immediately prior to the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of Time; and (ii) approved this Agreement, “Takeover Laws” means any “moratorium”the Merger and the other transactions contemplated by this Agreement. (c) The Board of Directors of Merger Sub has by unanimous written consent: (i) determined that this Agreement, “control share acquisition”the Merger and the other transactions contemplated by this Agreement are fair to, “fair price”and in the best interests of, “supermajority”Merger Sub and its shareholder and that, “affiliate transactions” or “business combination statute or regulation” or considering the financial position of the merging companies, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of Merger Sub to its creditors existing as of immediately prior to the Effective Time; (ii) approved this Agreement, the Merger and the other similar state anti-takeover Lawstransactions contemplated by this Agreement; and (iii) determined to recommend that the shareholder of Merger Sub approve the Merger and the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of the holders of a majority of all the votes entitled to be cast by all shares of Company Common Stock at the Company Shareholders Meeting approving the Merger (the “Company Shareholder Approval”). The Company BoardCommon Stock is the only class or series of capital stock or other security entitled to vote on the Merger, and the Company Shareholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement. The Company Board or a duly appointed committee has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are Agreement is fair to, to and in the best interests of, of the Company and its shareholdersshareholders (other than the Rollover Investors) and that this Agreement is advisable, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders approve and adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”) and (iv) to the extent necessary, having the effect of causing the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement not to be subject to any state takeover Law or similar Law that might otherwise apply to such execution, delivery, performance or consummation. Subject to Section 5.04(d), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate Articles of Merger with as required by the Secretary of State pursuant to the OGCLFBCA). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of a majority of the outstanding shares of Company Shareholder Common Stock entitled to vote at the Company Stockholders Meeting (the “Company Stockholder Approval”). The Company BoardBoard has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming The Company Board has adopted such resolutions as are necessary to render inapplicable to this Agreement, the accuracy of Parent’s representation Merger and the other transactions contemplated by this Agreement, the restrictions on “business combinations” (as defined in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 203 of the OGCL are not applicable DGCL) as set forth in Section 203 of the DGCL. No “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or similar statute or regulation (collectively, “Takeover Laws”) applies with respect to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of other transactions contemplated by this Agreement. There is no stockholder rights plan, “Takeover Lawspoison pill,” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” antitakeover plan or “business combination statute similar device in effect to which the Company is a party or regulation” or other similar state anti-takeover Lawsis otherwise bound.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of a majority of the outstanding shares of Company Shareholder Common Stock entitled to vote at the Company Stockholders Meeting (the "Company Stockholder Approval"). The Company BoardBoard has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders 's stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders 's stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “"Company Shareholders Stockholders Meeting”"). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors' rights generally and Equity Exceptionby general principles of equity. (b) Assuming The Company Board has adopted such resolutions as are necessary to render inapplicable to this Agreement, the accuracy of Parent’s representation Merger and the other transactions contemplated by this Agreement the restrictions on "business combinations" (as defined in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 203 of the OGCL are not applicable DGCL) as set forth in Section 203 of the DGCL. No "fair price", "moratorium", "control share acquisition" or other similar antitakeover statute or similar statute or regulation applies with respect to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of other transactions contemplated by this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and the receipt of the Company Stockholder Approval, to consummate the Merger transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the Transactionsconsummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy The Board of Parent’s representation in Section 3.12, Directors of the Company has taken (the “Company Board”), at a meeting duly called and held, duly and unanimously (by all necessary action the directors voting at such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, meeting) adopted resolutions (i) approving this Agreement, the Merger or and the Transactionsother transactions contemplated by this Agreement, (ii) determining that the terms of the Merger and no the other Takeover Laws or any anti-takeover provision transactions contemplated by this Agreement are fair to and in the Company Articles or best interests of the Company Regulations are, or at the Effective Time will be, applicable to stockholders of the Company, Parent, Merger Sub, (iii) directing that this Agreement or any be submitted to a vote at a meeting of the Merger TransactionsCompany’s stockholders, (iv) recommending that the Company’s stockholders adopt this Agreement and (v) declaring that this Agreement is advisable. For purposes Assuming the representation made in Section 4.08 is correct, the approval of this Agreement, the Merger and the other transactions contemplated hereby by the Company Board referred to in this Section 3.04(b) constitutes approval of the Merger for purposes of Section 203 of the DGCL and represents the only action necessary to ensure that the restrictions on “Takeover Lawsbusiness combinations” means any (as such term is defined therein) set forth in Section 203 of the DGCL does not and will not apply to the execution or delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby. No other “fair price”, “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other state takeover statute or similar state statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Merger or any other transaction contemplated by this Agreement. There is no rights agreement, “poison pill” anti-takeover Lawsplan or other similar plan, device or arrangement to which the Company or any Company Subsidiary is a party or by which it or they are bound with respect to any capital stock of or other equity interest in the Company. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of the holders of a majority of the voting power of all shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company BoardBoard has, by a resolutions duly adopted by the unanimous vote at a meeting duly called on or prior to of the date of directors, (a) determined that this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactionstransactions contemplated hereby, including the Merger, are advisable, (iib) determining determined that entering into this Agreement, the Merger Agreement and the Transactions transactions contemplated hereby, including the Merger, are fair to, to and in the best interests of, of the Company and its shareholders, (iiic) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that approved this Agreement and the Merger transactions contemplated hereby, including the Merger, (d) assuming the accuracy of the representations and warranties set forth in Section 3.11, taken all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby, (e) directed that the adoption of this Agreement be submitted to a vote of the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), ) and (f) resolved to recommend that its shareholders adopt this Agreement in accordance with the applicable provisions of Delaware Law (provided that any change or modification or rescission of such resolutions remain by the Company Board in full force and effect and have accordance with Section 5.03(d) shall not been amended or withdrawn (except as, and only to be a breach of the extent, expressly permitted by Section 5.02(c)representation in this sentence). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings or approvals on the part of the Company are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)other transactions contemplated by this Agreement. The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company SBS has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, subject to the receipt of the Company Shareholder SBS Stockholder Approval. The Company board of directors of SBS (the “SBS Board”) has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company SBS was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of SBS and its shareholdersstockholders, (iii) declaring this Agreement, the Merger Agreement and the Transactions advisable and transactions contemplated herein advisable, (iv) recommending that SBS’s stockholders vote in favor of approval of the Company’s shareholders adopt this Agreement, issuance of SBS Common Stock constituting the Merger and the Transactions Consideration (such recommendation, the “Company Board RecommendationShare Issuance”) and directing that the adoption of this Agreement and (v) directing that the Merger Share Issuance and this Agreement be submitted to the CompanySBS’s shareholders stockholders for approval and adoption, respectively, at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders SBS Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding Company shares of SBS Common Shares Stock and Company Voting Preferred Sharesthe approval of the Share Issuance (together, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder SBS Stockholder Approval”), as well as the approval of the Stock Plan Amendment by the affirmative vote of the holders of a majority of the shares of SBS Common Stock represented in person or by proxy at the SBS Stockholders Meeting, no other corporate proceedings actions on the part of the Company SBS are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company SBS has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubBMHC, this Agreement constitutes its a legal, valid and binding obligationobligation of SBS, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles (the “Bankruptcy and Equity Exception”). (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding voting power of all shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”). The execution and delivery of and performance by the Company under this Agreement, and the consummation of the Transactions, have been duly authorized and approved by the Company Board, and except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company (or its shareholders) is necessary to authorize the execution and delivery of and performance by the Company under this Agreement and the consummation by it of the Transactions. The Company Board has duly adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present: (i) declaring that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of the Company and its shareholders; (ii) approving and declaring advisable this Agreement, the plan of merger (as such term is used in Section 302A.611 of the MBCA) contained in this Agreement and the Transactions, including the Merger (such approval having been made in accordance with the MBCA, including for purposes of Section 302A.613, Subd. 1, thereof); (iii) recommending that the Company’s shareholders approve the Merger and adopt such plan of merger; and (iv) directing that the approval of the Merger and the adoption of such plan of merger be submitted to the shareholders of the Company. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, which is the only vote or approval of the holders of any class or series of capital stock of the Company necessary to approve the Transactions, no other corporate proceedings on the part of the Company (or its shareholders) are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate Articles of Merger with as required by the Secretary of State pursuant to the OGCLMBCA). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder and and, subject to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval, to consummate the Transactions. The Company Boardexecution, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger delivery and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption performance of this Agreement by the affirmative vote Company and the consummation by the Company of the holders of two-thirds of the outstanding Company Common Shares Transactions have been duly and Company Voting Preferred Sharesvalidly authorized by all necessary corporate action, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), and no other corporate proceedings or actions on the part of the Company and no other Company Shareholder votes are necessary to authorize, adopt or approve authorize the execution and performance by the Company of this Agreement or to consummate the Merger and the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Certificate of Merger Proposal (as defined herein) and Merger Notice with the Secretary of State pursuant Companies Registrar and all such other notices or filings required under the ICL with respect to the OGCLconsummation of the Merger). The Company This Agreement has been duly and validly executed and delivered this Agreement by the Company and, assuming the due authorization, execution and delivery by each of Parent Xxxxxx and Merger Sub, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the Bankruptcy remedy of specific performance and Equity Exceptioninjunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Governmental Authority before which any Action therefor may be brought. (b) Assuming The Company Board, at a meeting duly called and held in compliance with the accuracy requirements of Parent’s representation in Section 3.12, ICL and the Company has taken all necessary action such Charter Documents prior to the execution of this Agreement, unanimously adopted resolutions (i) determining that this Agreement and the Transactions are fair to, advisable, and in the best interests of the Company and Company Shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the provisions of Chapter 1704 Surviving Company will be unable to fulfill the obligations of the OGCL are not applicable Company to its creditors, (ii) approving the execution, delivery, and performance of this Agreement, and the consummation of the Merger and the other Transactions on the terms and subject to the Companyconditions set forth herein, Parent(iii) directing that the performance of this Agreement and the consummation of the Merger and the other Transactions be submitted to the Company Shareholders for their adoption and approval, Merger Sub, and (iv) resolving to recommend that the Company Shareholders adopt and approve the performance of this Agreement, the Merger or and the other Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any . As of the Merger Transactions. For purposes date of this Agreement, “Takeover Laws” means such resolutions of the Company Board have not been rescinded, modified or withdrawn in any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsway.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder covenants and to consummate the Merger and the Transactionsagreements under this Agreement and, subject, in the case of the Merger, subject to the receipt of the Company Shareholder Stockholder Approval, to consummate the Merger. The Company BoardBoard has unanimously adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors the Company Board was present,(a) determining that it is in the best interests of the Company was present, adopted resolutions (i) approving and the Company Stockholders for the Company to enter into this Agreement, (b) approving and declaring advisable this Agreement and the execution, delivery and performance by the Company of this Agreement and the consummation of the Merger and the Transactions, (ii) determining that entering into other transactions contemplated by this Agreement, the Merger and the Transactions are fair to, and in the best interests of, (c) directing that this Agreement be submitted to the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable Stockholders for their adoption and (ivd) recommending that resolving to recommend adoption of this Agreement by the Company’s shareholders adopt this Agreement, Company Stockholders at any meeting of the Merger Company Stockholders held for such purpose and the Transactions any adjournment or postponement thereof (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders Company Stockholders for adoption at a duly held meeting of such shareholders the Company Stockholders for such purpose (the “Company Shareholders Stockholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the voting power of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Stockholders Meeting (the “Company Shareholder Stockholder Approval”)) and (ii) the filing of the Proxy Statement in preliminary and definitive forms, any other Filing with the SEC in respect of the Merger required under applicable Law, including the Exchange Act or the Securities Act and the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its the Company’s legal, valid and binding obligation, enforceable against it the Company in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”). (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and the Company Stockholder Approval (as defined in Section 3.04(c)) with respect to the Merger if required by Law, to consummate the Merger Transactions. The execution and delivery by the Company of this Agreement and the Transactionsconsummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the Company Shareholder ApprovalStockholder Approval (if required by Law). The Company has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation (subject to the Company Stockholder Approval with respect to the Merger if required by Law), enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of the principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Board of Directors of the Company (the "Company Board"), by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors and held, and upon recommendation of the Company was presentSpecial Committee, duly and unanimously adopted resolutions (i) approving this Agreement, the Offer, the Merger and the other Transactions, (ii) determining that entering into this Agreement, the terms of the Offer and the Merger and the Transactions are fair tofair, and in the best interests offrom a financial point of view, to the Company and its shareholdersstockholders and that the Merger is advisable, (iii) declaring this Agreement, recommending that the Merger holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Transactions advisable Offer and (iv) recommending that the Company’s shareholders adopt 's stockholders approve this Agreement. No further corporate action is required by the Board of Directors of the Company, pursuant to the GBCC or otherwise, in order for the Company to approve this Agreement or the transactions contemplated hereby. No state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Merger and the Transactions (such recommendationTender Agreements, the “Offer, the Merger or any other Transaction. The Company Board Recommendation”has been advised by each of its directors that, as of the date of this Agreement, each such person intends to tender all shares of Company Common Stock owned by such person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and directing that adopt this Agreement and the Merger be submitted to is the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption approval of this Agreement by the holders of a majority of the outstanding Company Common Stock and the approval of at least two-thirds of the votes cast by the holders of outstanding Company Common Stock (collectively, the "Company Stockholder Approval"). The affirmative vote of the holders of two-thirds Company Capital Stock, or any of the outstanding Company Common Shares and Company Voting Preferred Sharesthem, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are is not necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws Offer or any anti-takeover provision in Transaction other than the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover LawsMerger.

Authority; Execution and Delivery; Enforceability. (a) The Company Stratasys has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionstransactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Stratasys Stockholder Approval. The Company BoardStratasys Board has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was presentall directors, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Stratasys and its shareholdersstockholders, (iii) declaring this Agreement, the Merger Agreement and the Transactions advisable transactions contemplated by this Agreement advisable, and (iv) recommending that the CompanyStratasys’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the CompanyStratasys’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stratasys Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only withdrawn. Subject to the extentaccuracy of the representations set forth in Section 3.22 of this Agreement, expressly permitted by Section 5.02(c)). Except except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the voting power of the outstanding Company shares of Stratasys Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Stratasys Stockholders Meeting (the “Company Shareholder Stratasys Stockholder Approval”), no other corporate proceedings on the part of the Company Stratasys are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company Stratasys has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Objet and by Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has Sxx and Mxxxxx Sub have all requisite corporate power and authority to execute and deliver this Agreement, to perform its their obligations hereunder and to consummate the Merger and the Transactionstransactions contemplated by this Agreement, subject, in the case of the Merger, subject to the receipt of the Company Shareholder Sun Shareholders Approval. The Company BoardSun Board (or, by a unanimous vote if appropriate, any committee thereof), at a meeting duly called on or prior to and held in compliance with the date requirements of this Agreement at which a quorum Israeli Companies Law and the Current Sun Articles, has adopted resolutions, by unanimous vote of all directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, Agreement and the consummation of the Merger upon the terms and subject to the Transactions, conditions contained herein; (ii) recommending that Sun Amended Articles of Association be approved by Sun’s shareholders as the articles of association of Sun; (iii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Sun and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and ; (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that declaring this Agreement and the Merger transactions contemplated by this Agreement advisable; (v) recommending that Sxx’s shareholders vote in favor of the matters detailed in the definition of Sun Shareholder Approval and directing that such matters be submitted to the CompanySun’s shareholders for approval at a duly held meeting the Sun Shareholders’ Meeting; and (vi) approving the filing of such shareholders for such purpose (the “Company Shareholders Meeting”)Form F-4. As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Sun Shareholder Approval”), no other corporate proceedings on the part of the Company Sun are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has Sxx and Mxxxxx Sub have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubIronman, this Agreement constitutes its legal, valid and binding obligation, enforceable against it each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming The affirmative votes of the accuracy holders of Parent’s representation a majority of the outstanding Sun Ordinary Shares as of the record date for the Sun Shareholders’ Meeting, represented at a general meeting of Sun in person or by proxy and voting thereon, approving (i) an increase of the authorized share capital of Sun (by such amount as is at least sufficient to permit the issuance of the Sun Ordinary Shares issuable upon consummation of the Merger); (ii) the adoption of the Sun Amended Articles of Association as the articles of association of Sun with effect from immediately prior to the Effective Time; (iii) the directors and officers insurance policy to be procured (or extended) by Sun for the benefit of the members of the Combined Company Board as well as indemnification agreements with respect to Ironman Designees (to the extent not otherwise covered thereby); (iv) appointing the persons designated pursuant to Section 3.126.12(b) as members of the Combined Company Board, and (v) the issuance of the Sun Ordinary Shares issuable upon consummation of the Merger (collectively, the Company has taken all necessary action such that “Sun Shareholder Approval”), are the provisions of Chapter 1704 only votes of the OGCL are not applicable holders of any class or series of Sun’s Capital Stock necessary to the Company, Parent, Merger Sub, approve this Agreement, the Merger or and the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any consummation of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawstransactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the CVR Agreement, to perform its obligations hereunder covenants and agreements under this Agreement and the CVR Agreement, and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has unanimously adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors the Company Board was present, (a) determining that it is in the best interests of the Company was presentand the Company Stockholders, adopted resolutions and declared it advisable, for the Company to enter into this Agreement and (ib) approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation of the Merger and the Transactions, (ii) determining that entering into other transactions contemplated by this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders Company Stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption of this Agreement and approval of the Merger and the other transactions contemplated by this Agreement by the affirmative vote of the holders of two-thirds a majority of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Stockholders Meeting (the “Company Shareholder Stockholder Approval”)) and (ii) the filing of the Certificate of Merger and any other documents as required by the DGCL, no other corporate proceedings on the part of the Company or vote or consent of the Company’s stockholders are necessary to authorize, adopt or approve this Agreement or the CVR Agreement or to consummate the Merger Merger. This Agreement has been, and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant CVR Agreement will be, at or immediately prior to the OGCL). The Company has Effective Time, duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each by, in the case of this Agreement, Parent and Merger Sub, this Agreement constitutes its and in the case of the CVR Agreement, each of the other parties thereto, each such agreement constitutes, or will constitute at the time of such authorization, execution and delivery, a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”). (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has Parent and each of the Merger Subs have all requisite corporate necessary corporate, limited liability company or similar power and authority to execute and deliver this Agreement, to perform its their respective obligations hereunder and to consummate the Merger and the Transactionsand, subject, in the case of the First Merger, the satisfaction of the conditions of Section 251(h) of the DGCL, and in the case of the Second Merger, to the receipt satisfaction of the Company Shareholder Approvalconditions of Section 267 of the DGCL and Section 18-209(i) of the DLLCA, to consummate the Transactions contemplated hereby, including the Offer and the Mergers. The Company Boardexecution, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger delivery and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption performance of this Agreement by the affirmative vote Parent and each of the holders of two-thirds Merger Subs and the consummation by Parent and each of the outstanding Company Common Shares Merger Subs of the Transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of Parent and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at of the Company Shareholders Meeting (the “Company Shareholder Approval”), Merger Subs and no other corporate or other proceedings on the part of the Company Parent or any Parent Subsidiary are necessary to authorize, adopt or approve this Agreement or to consummate the Merger Transactions contemplated hereby, including the Offer and the Transactions (except for Mergers, subject to, in the case of the consummation of the First Merger, the satisfaction of the conditions of Section 251(h) of the DGCL and the adoption of this Agreement by Merger Sub 2 as the sole stockholder of Purchaser, and the filing of the First Certificate of Merger with the Secretary of State pursuant to of the OGCL). The Company State of Delaware as required by the DGCL and, in the case of the Second Merger, the satisfaction of the conditions of Section 267 of the DGCL and Section 18-209(i) of the DLLCA, and the filing of the Second Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL and the DLLCA. (b) This Agreement has been duly executed and delivered this Agreement by Parent and each of the Merger Subs and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its a legal, valid and binding obligationobligation of Parent and each of the Merger Subs, enforceable against it Parent and each of the Merger Subs in accordance with its terms, subject terms (except to the Bankruptcy and Equity Exceptionextent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger Transactions. The execution and delivery by the Company of this Agreement and the Transactionsconsummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Second Step Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions Approval (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and as defined in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”Section 3.04(c), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy The Board of Parent’s representation in Section 3.12, Directors of the Company has taken all necessary action such that (the provisions of Chapter 1704 of the OGCL are not applicable to the Company"Company Board"), Parentat a ------------- meeting duly called and held, Merger Sub, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger or and the other Transactions, (ii) determining that the terms of the Second Step Merger and the other Transactions are fair to and in the best interests of the Company and its shareholders and (iii) directing that this Agreement be submitted to a vote of the Company's shareholders and recommending that they approve this Agreement. Such resolutions are sufficient to render inapplicable to Parent and Newco and this Agreement, to the extent otherwise applicable, the Merger and the other Transactions the provisions of Sections 7.85 and 11.75 of the IBCA. To the Company's knowledge, no other Takeover Laws state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Second Step Merger or any anti-takeover provision in the other Transaction. (c) The only vote of holders of any class or series of Company Articles or the Company Regulations are, or at the Effective Time will be, applicable securities necessary to the Company, Parent, Merger Sub, approve and adopt this Agreement and the Second Step Merger is the approval of this Agreement by the holders of at least two-thirds of the shares of outstanding Company Common Stock entitled to vote (the "Company ------- Shareholder Approval"). The affirmative vote of the holders of Company Common -------------------- Stock, or any of them, is not necessary to consummate any Transaction other than the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover LawsSecond Step Merger.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreementexecution, to perform its obligations hereunder and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair todelivery, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that performance by Seller of this Agreement and the Merger be submitted to consummation by Seller of the CompanyTransactions are within Seller’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect organizational powers and have not been amended duly and validly authorized by all necessary corporate or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings organizational action on the part of Seller, and no other action or proceeding on the Company are part of Seller or any Seller Group Member is necessary to authorize, adopt or approve authorize this Agreement or the Transaction Agreements, in each case, to consummate the Merger which any of them is a party and the Transactions (except for the filing consummation of the Certificate of Merger with the Secretary of State pursuant to the OGCL)transactions contemplated thereby. The Company Seller has duly and validly executed and delivered this Agreement andAgreement, and this Agreement, assuming the due authorization, execution and delivery of such Agreement by each of Parent and Merger SubPurchaser, this Agreement constitutes its a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or at Law) (the “Bankruptcy Exceptions”). The execution, delivery and performance by Seller or any applicable Seller Group Member of each other Transaction Agreement to which it is or will be party and the consummation by Seller of the Transactions have been, or will be at the applicable Closing, duly authorized by all necessary corporate or other organizational action. Seller or the applicable Seller Group Member has, or will have at the applicable Closing, duly and validly executed and delivered each other Transaction Agreement to which it or such Seller Group Member is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by Purchaser or its Affiliates, constitutes or will constitute a legal, valid, and binding obligation, enforceable against it Seller or such Seller Group Member in accordance with its terms, subject to the Bankruptcy and Equity ExceptionExceptions. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger transactions contemplated hereby. The execution and the Transactions, subject, in the case of the Merger, to the receipt of delivery by the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger performance of the Company's obligations hereunder and the Transactionsconsummation of the transactions contemplated hereby, (ii) determining that entering into this Agreementincluding the Merger, have been duly and validly authorized by the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that Board of Directors of the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for (i) the adoption of this Agreement by the affirmative requisite vote of the holders of two-thirds of the outstanding Company Common Shares Stockholders and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the ii) filing of the Certificate of Merger with the Secretary of State pursuant of the State of Delaware, no other corporate or other proceedings on the part of the Company or any Subsidiary are necessary to authorize the OGCL)execution and delivery of this Agreement or to consummate the transactions contemplated by this Agreement. The Company This Agreement has been duly and validly executed and delivered this Agreement andby the Company, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its a legal, valid and binding obligationagreement of the Company, enforceable against it the Company in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Bankruptcy and Equity Exceptionrights of creditors generally or by general equitable principles. (b) Assuming The Company's Board of Directors, at a meeting duly called and held, has adopted resolutions that are still in full force and effect as of the accuracy of Parent’s representation in Section 3.12date hereof and has (i) determined that this Agreement and the transactions contemplated by this Agreement, including without limitation, the Company has taken all necessary action such that Merger are advisable and in the provisions of Chapter 1704 best interests of the OGCL are not Company and its stockholders, (ii) received the fairness opinion of Xxxxx Xxxxxxx & Co. delivered to the Board of Directors of the Company in connection with the transactions contemplated by this Agreement (the "Fairness Opinion"), (iii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including, without limitation, the Merger, (iv) directed that this Agreement be submitted to the Company's stockholders for adoption, and (v) resolved to recommend that Company stockholders adopt this Agreement (the "Recommendations"). (c) No "fair price," "moratorium," "control share acquisition," "business combination" or other similar anti-takeover statute or regulation (including Section 203 of the DGCL) enacted under any federal, state, local or foreign laws applicable to the Company, Parent, Merger Sub, Company is applicable to this Agreement, the Merger or any of the Transactionsother transactions contemplated by this Agreement or the Voting Agreements. The Company's Board of Directors has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Voting Agreements. (d) The only vote of stockholders of the Company required under the DGCL, the applicable rules and regulations of Nasdaq, the Organizational Documents of the Company or otherwise in order to consummate the Merger and the other transactions contemplated by this Agreement is the affirmative vote of a majority of the total number of votes entitled to be cast by the holders of the issued and outstanding shares of Company Common Stock voting as a single class, and no other Takeover Laws vote or approval of or other action by the holders of any anti-takeover provision in capital stock of the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsis required for such consummation.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party, and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to receipt of the Stockholder Consent, and no other proceedings, corporate or otherwise, on the part of the Company are necessary to authorize the execution and delivery of this Agreement, to perform the performance by the Company of its obligations hereunder and to consummate the Merger and consummation by the Company of the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Stockholder Consent. The Company has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject except to the Bankruptcy and Equity Exceptionextent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. (b) Assuming the accuracy of Parent’s representation in Section 3.12The Company Board, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are advisable and fair to the Company and its stockholders, and (iii) recommending that the Company’s stockholders adopt this Agreement and the Merger. The Company Board has taken all necessary action such that the provisions of Chapter 1704 restrictions on business combinations contained in Section 203 of the OGCL are DGCL do not applicable apply to the Company, Parent, Merger Sub, this Agreement, the Merger or the other Transactions. No other takeover statutes apply or purport to apply to this Agreement, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger other Transactions. For purposes The Special Committee, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the Merger and this Agreement are fair to, and in the best interests of, the holders of Company Common Stock other than Resurgence and (ii) recommending that the Company Board approve this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws. (c) The delivery of the Stockholder Consent will constitute the requisite stockholder action to adopt this Agreement under Section 251(c) of the DGCL and is the only approval of the stockholders of the Company necessary to adopt this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions resolutions: (i) approving this Agreement, (ii) declaring advisable the Merger on substantially the terms and conditions set forth in this Agreement and determining that the Merger and the Transactions, (ii) determining that entering into other transactions contemplated by this Agreement, the Merger and the Transactions Agreement are fair to, and in the best interests of, of the Company and its shareholdersstockholders, and (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, stockholders approve the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Meeting”)approval as provided in Section 6.03, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the approval of the Merger and adoption of this Agreement by the affirmative vote of a majority of the votes entitled to be cast by holders of two-thirds outstanding shares of the outstanding Company Common Shares Stock and Company Voting Preferred SharesStock, voting together as a single class, in each case and by the affirmative vote of 60% of the votes entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)be cast by holders of outstanding shares of Preferred Stock, voting together as a class, no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Acquiror and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject as to the Bankruptcy enforceability, to bankruptcy, insolvency, reorganization, moratorium, and Equity Exceptionother Laws of general applicability relating to or affecting creditors rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Assuming No “interested stockholder,” “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or similar statute or regulation (including Title 3, Subtitle 7 of the accuracy DGCL), or similar provision or term of Parent’s representation in Section 3.12, the Company has taken all necessary action such that Certificate or the provisions of Chapter 1704 of the OGCL are not applicable Company Xxxxxx, applies with respect to the Company, Parent, Merger Sub, Company with respect to this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of other transactions contemplated by this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the TransactionsMerger, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, of the Company and its shareholders, (iii) and declaring it advisable, for the Company to enter into this Agreement, (b) adopting this Agreement and approving the Merger Company’s execution, delivery and performance of this Agreement and the Transactions advisable consummation of the transactions contemplated thereby and (ivc) recommending resolving to recommend that the Company’s shareholders adopt approve this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders called for such purpose (the “Company Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption approval of this Agreement by the affirmative vote of the holders of two-thirds a majority of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)) and (ii) the filing of the Certificate of Merger as required by the OGCL, no other vote or corporate proceedings on the part of the Company, the Company Board or the Company’s shareholders are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (collectively, the “Bankruptcy and Equity ExceptionExceptions”). (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval, if required by applicable Law. The Company Board, execution and delivery by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that of this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement consummation by the affirmative vote Company of the holders of two-thirds Transactions have been duly authorized by all necessary corporate action on the part of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the other Transactions (except for to which it is a party, subject, in the filing case of the Certificate Merger, to receipt of Merger with the Secretary of State pursuant to the OGCL)Company Shareholder Approval, if required by applicable Law. The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligationobligation of the Company, enforceable against it in accordance with its termsterms (except insofar as such enforceability may be limited by bankruptcy, subject insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (the “Bankruptcy and Equity Exception”)). (b) Assuming the accuracy The Board of Parent’s representation in Section 3.12, Directors of the Company has taken (the “Company Board”), at a meeting duly called and held at which all necessary action such that the provisions of Chapter 1704 directors of the OGCL are not applicable to Company were present duly and unanimously adopted, in accordance with Sections 1721 and 2538, if applicable, of the CompanyPBCL, Parent, Merger Sub, resolutions (i) approving and declaring advisable this Agreement, the Merger or and the other Transactions, (ii) determining that the Merger and no the other Takeover Laws or any anti-takeover provision Transactions are in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to best interests of the Company, Parent, (iii) proposing the Merger Sub, in accordance with Section 1922 of the PBCL by adopting a resolution approving this Agreement or any as a plan of merger for the purposes of Section 1922 of the Merger Transactions. For purposes PBCL and (iv) recommending that the Company’s shareholders adopt this Agreement if the Company Shareholder Approval is required by applicable Law (the recommendation set forth in subclause (iv) of this Section 2.04(b), the “Company Board Recommendation”), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way. (c) Assuming the representations and warranties set forth in Section 3.08 are true and correct, (i) the only affirmative vote or written consent of holders of any class or series of capital stock of the Company necessary to consummate the Merger is, if required by applicable Law, the affirmative vote of a majority of the votes cast by the holders of outstanding shares of Company Common Stock entitled to vote thereon, or written consent of the majority of holders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting, in favor of adopting this Agreement (the “Takeover Laws” means Company Shareholder Approval”) and (ii) the affirmative vote or written consent of the holders of any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” class or “business combination statute or regulation” or series of capital stock of the Company is not necessary to consummate any Transaction other similar state anti-takeover Lawsthan the Merger. The delivery of the Shareholder Consent will constitute Company Shareholder Approval.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the TransactionsMerger, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval, and no other corporate proceedings on the part of Company are necessary for the foregoing. The Company BoardBoard has unanimously adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering it is in the best interests of the Company and its stockholders, and declaring it advisable, for the Company to enter into this Agreement, (b) adopting this Agreement and approving the Merger Company's execution, delivery and performance of this Agreement and the Transactions are fair to, and in consummation of the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable transactions contemplated thereby and (ivc) recommending resolving to recommend that the Company’s shareholders adopt 's stockholders approve this Agreement, Agreement (the Merger and the Transactions (such recommendation, the “"Company Board Recommendation”") and directing that this Agreement and the Merger be submitted to the Company’s shareholders 's stockholders for approval at a duly held meeting of such shareholders stockholders for such purpose (the “"Company Shareholders Stockholders Meeting”"), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption of this Agreement by (i) the affirmative vote of the holders of two-thirds a majority of the combined voting power of the then outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting Stockholders Meeting, voting together as a single class (the “"Company Shareholder Stockholder Approval”)") and (ii) the filing of the Certificate of Merger as required by the DGCL, no other vote or corporate proceedings on the part of the Company or its stockholders are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the "Bankruptcy and Equity ExceptionExceptions"). (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder under this Agreement and to consummate the Merger Transactions. The execution and the Transactions, subject, in the case of the Merger, to the receipt of delivery by the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger performance and compliance by the Company with each of its obligations herein, and the Transactions, (ii) determining that entering into this Agreement, the Merger and consummation by it of the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted authorized by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other all necessary corporate proceedings action on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Company. The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Pxxxxx and Merger SubSub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, subject to except as may be limited by Laws affecting the Bankruptcy enforcement of creditors’ rights generally and Equity Exceptionby general equitable principles (whether considered in a Proceeding at law or in equity). (b) The Company Board, at a meeting duly called and held, at which all of the directors were present, unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the consummation of the Transactions, (ii) determining that the terms of this Agreement and the Offer and the Merger are fair to, and in the best interests of, the Company and its stockholders, (iii) determining that the Merger shall be effected as soon as practicable following the Acceptance Time without a vote of the Company’s stockholders pursuant to Section 251(h) of the DGCL and (iv) recommending that its stockholders accept the Offer and tender their Company Shares to Merger Sub in response to the Offer (the “Company Board Recommendation”), which resolutions have not been subsequently withdrawn, amended or modified as of the date of this Agreement. (c) The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar Law are not, and will not, be applicable to this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the other Transactions. Assuming the accuracy of Parent’s representation the representations and warranties of Parent and Merger Sub set forth in Section 3.124.6, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable no other takeover, anti-takeover, business combination, moratorium, fair price, control share acquisition or similar Law applies to the Company, Parent, Merger Sub, this AgreementOffer, the Merger or the other Transactions. The Company and its Subsidiaries do not have in effect any stockholder rights plan, and no “poison pill” or other Takeover Laws similar plan or any anti-takeover provision in arrangement. Assuming satisfaction of the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable Minimum Condition prior to the Company, Parent, Merger Sub, this Agreement or any consummation of the Merger Transactions. For purposes Offer and that the Offer is consummated in accordance with the terms of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” no vote of the holders of Company Shares or other similar state anti-takeover Lawscapital stock of the Company is necessary to adopt this Agreement and consummate the transactions contemplated hereby, including the Merger.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Sirius and Merger Sub has all requisite full corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements, as applicable, to perform and comply with each of its obligations hereunder under this Agreement and the Ancillary Agreements, as applicable, and, to consummate the Transactions, including the Merger. The execution and delivery by each of Sirius and Merger Sub of this Agreement and the TransactionsAncillary Agreements, subjectas applicable, the performance and compliance by Sirius and Merger Sub with each of its obligations herein and therein, and the consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of Sirius and Merger Sub, subject in the case of the Merger, to the receipt approvals of the Company Shareholder Approval. The Company BoardSirius, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate sole stockholder of Merger with Sub, which will be obtained by written consent after the Secretary execution hereof. Each of State pursuant to the OGCL). The Company Sirius and Merger Sub has duly executed and delivered this Agreement and the Ancillary Agreements, as applicable, and, assuming the due authorization, execution and delivery by each Easterly of Parent this Agreement and Merger Subthe Ancillary Agreements, as applicable, this Agreement and the Ancillary Agreements, as applicable, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to except as limited by Laws affecting the Bankruptcy enforcement of creditors’ rights generally and Equity Exceptionby general equitable principles. (b) Assuming the accuracy None of Parent’s representation in Section 3.12Sirius or Merger Sub nor any of their “affiliates” or “associates” is, the Company has taken all necessary action such that the provisions of Chapter 1704 as of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes date of this Agreement, nor at any time during the last three (3) years has been, an “Takeover Lawsinterested stockholder” means any of Easterly as defined in DGCL Section 203. (c) The Board of Directors of Sirius (the “moratoriumSirius Board”), “control share acquisition”at a meeting duly called and held, “unanimously adopted resolutions (i) approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of the Merger and the other Transactions are fair price”to, “supermajority”and in the best interests of, “affiliate transactions” Sirius and its shareholders, and (iii) declaring that this Agreement is advisable. Such resolutions have not been subsequently rescinded, withdrawn or “business combination statute or regulation” or other similar state anti-takeover Lawsmodified by the Sirius Board prior to the date hereof.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Company Shareholder Stockholders Meeting (the “Company Stockholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving determining that the terms of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions other transactions contemplated hereby are fair to, and in the best interests of, of the Company and its shareholdersstockholders, (iiiii) approving and declaring advisable this Agreement, the Merger execution, delivery and performance of this Agreement and the Transactions advisable transactions contemplated hereby, including the Merger, and (iviii) recommending that the Company’s shareholders adopt this Agreement, stockholders vote in favor of the Merger adoption and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that approval of this Agreement and the Merger be submitted to transactions contemplated hereby, including the Company’s shareholders Merger, at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger in accordance with the Secretary relevant provisions of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Xxxxxx and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder and under this Agreement and, subject to the receipt of the Requisite Company Stockholder Approval, to consummate the Merger Transactions. The execution and delivery by the Company of this Agreement, the performance and compliance by the Company with each of its obligations herein, and the Transactionsconsummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the Requisite Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger Stockholder Approval and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant of the State of Delaware, and no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize this Agreement or the OGCL)consummation by the Company of the Transactions. The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Xxxxxx and Merger SubSub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, subject to except as limited by applicable Laws affecting the Bankruptcy and Equity Exceptionenforcement of creditors’ rights generally or by general equitable principles (whether considered in a proceeding at law or in equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company Board were present, duly and unanimously adopted resolutions (i) determining that the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for its approval and adoption at the Company Meeting, and (iv) recommending that the Company’s stockholders approve and adopt this Agreement (the “Company Board Recommendation”), which resolutions, except as permitted by Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. (c) Assuming the accuracy of Parent’s representation representations and warranties set forth in Section 3.124.10, the Company Board has taken all necessary action such actions so that the provisions of Chapter 1704 restrictions on business combinations set forth in Section 203 of the OGCL DGCL and any other similar Law are not applicable to this Agreement and the CompanyTransactions, including the Merger. Assuming the accuracy of Parent’s representations and warranties set forth in Section 4.10, Merger Subno other takeover, this Agreementanti-takeover, business combination, “fair price,” control share acquisition or similar Law applies to the Merger or the other Transactions, and no . The only vote of holders of any class or series of Shares or other Takeover Laws or any anti-takeover provision in Equity Interests of the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable necessary to the Company, Parent, Merger Sub, approve and adopt this Agreement or any of is the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover LawsRequisite Company Stockholder Approval.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder ApprovalStockholder Approval (as defined in SECTION 3.03(d)), to consummate the transactions contemplated hereby, including the Merger. The Company Board, execution and delivery by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that of this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement consummation by the affirmative vote Company of the holders of two-thirds of transactions contemplated hereby, including the outstanding Company Common Shares and Company Voting Preferred SharesMerger, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other have been duly authorized by all necessary corporate proceedings action on the part of the Company, subject to (i) receipt of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger Stockholder Approval and the Transactions (except for ii) the filing of the Certificate of Merger with as required by the Secretary of State pursuant to the OGCL)DGCL. The Company has duly executed and delivered this Agreement andAgreement, and (assuming the due valid authorization, execution and delivery of this Agreement by each of IOS, Parent and Merger Sub, ) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the Bankruptcy enforcement of creditors' rights generally and Equity Exceptionby the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) Assuming the accuracy The Board of Parent’s representation in Section 3.12, Directors of the Company has taken all necessary action such (the "COMPANY BOARD"), based upon the unanimous recommendation of the Special Committee of the Company Board (the "SPECIAL COMMITTEE"), at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement and the transactions contemplated hereby, including the Merger, (ii) determining that the provisions of Chapter 1704 Merger is advisable and fair to and in the best interests of the OGCL are not applicable Company and its stockholders, (iii) recommending that the Company's stockholders approve and adopt this Agreement and (iv) directing that this Agreement be submitted to the Company's stockholders for approval and adoption. (c) Dresdner Kleinwort Xxxxxxxxxxx, Parentthe Special Committee's financial advisor, Merger Subhas rendered to the Special Committee its oral opinion, which shall be confirmed in writing no later than two business days from the date of this AgreementAgreement and shall be dated March 2, 2002, to the effect that, as of such date, the Merger or Consideration to be received by the Transactions, and no other Takeover Laws or any anti-takeover provision in holders of shares of the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable Common Stock pursuant to the CompanyMerger is fair, Parentfrom a financial point of view, Merger Sub, to such holders. (d) The only vote of holders of any class or series of Company Common Stock necessary to approve and adopt this Agreement or any and the transactions contemplated hereby, including the Merger, is the approval and adoption of this Agreement by a majority of the Merger Transactions. For purposes votes entitled to be cast by holders of this Agreementthe outstanding Company Common Stock, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Lawsvoting together as a single class (the "COMPANY STOCKHOLDER APPROVAL").

Authority; Execution and Delivery; Enforceability. (a) The Company Black & Xxxxxx has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Black & Xxxxxx Stockholder Approval. The Company Black & Xxxxxx Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Black & Xxxxxx was present, adopted resolutions (i) approving this Agreement, (ii) declaring advisable the Merger on substantially the terms and conditions set forth in this Agreement and determining that the Merger and the Transactions, (ii) determining that entering into other transactions contemplated by this Agreement, the Merger and the Transactions Agreement are fair to, and in the best interests of, the Company of Black & Xxxxxx and its shareholdersstockholders, (iii) declaring this Agreement, recommending that Black & Xxxxxx’x stockholders approve the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders Black & Xxxxxx’x stockholders for approval at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Black & Xxxxxx Stockholders Meeting”)) and (iv) approving, effective as of the Effective Time, the amendment and restatement of the Black & Xxxxxx Articles, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption approval of this Agreement the Merger by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case votes entitled to vote be cast by holders of outstanding shares of Black & Xxxxxx Common Stock at the Company Shareholders Black & Xxxxxx Stockholders Meeting (the “Company Shareholder Black & Xxxxxx Stockholder Approval”), no other corporate proceedings on the part of the Company Black & Xxxxxx are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLMGCL). The Company Black & Xxxxxx has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Xxxxxxx and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Escrow Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement and the Escrow Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of the holders of a majority of the voting power of all shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company BoardBoard or a duly appointed committee thereof has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the TransactionsEscrow Agreement, (ii) determining that entering into each of this Agreement, the Merger Agreement and the Transactions are fair to, and Escrow Agreement is in the best interests of, of the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders for adoption at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”)) and (iv) to the extent necessary, having the effect of causing the execution, delivery or performance of this Agreement and the Escrow Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement not to be subject to any state takeover Law or similar Law that might otherwise apply to such execution, delivery, performance or consummation. As of the date of this Agreement, such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company Live Nation has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionstransactions contemplated by this Agreement, subject, in the case of the MergerShare Issuance, to the receipt of the Company Shareholder Live Nation Stockholder Approval. The Company Board of Directors of Live Nation (the "Live Nation Board") has adopted resolutions, by a unanimous vote of all directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Live Nation was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Live Nation and its shareholdersstockholders, (iii) declaring this Agreement, the Merger Agreement and the Transactions transactions contemplated by this Agreement advisable and (iv) recommending that Live Nation's stockholders vote in favor of approval of the Company’s shareholders adopt this Agreement, issuance of Live Nation Common Stock constituting the Merger and Consideration (the Transactions (such recommendation, the “Company Board Recommendation”"Share Issuance") and directing that this Agreement and the Merger Share Issuance be submitted to the Company’s shareholders Live Nation's stockholders for approval at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders "Live Nation Stockholders Meeting”"). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption approval of this Agreement the Share Issuance by the affirmative vote of the holders of two-thirds a majority of the outstanding Company voting power of the shares of Live Nation Common Shares and Company Voting Preferred Shares, voting as a single class, Stock represented in each case entitled to vote person or by proxy at the Live Nation Stockholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Shareholders Meeting Manual (the “Company Shareholder "Live Nation Stockholder Approval”"), no other corporate proceedings on the part of the Company Live Nation are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)other transactions contemplated by this Agreement. The Company Live Nation has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubTicketmaster, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and transactions contemplated hereby, including the TransactionsMerger, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has unanimously adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, of the Company and its shareholders, (iii) and declaring it advisable, for the Company to enter into this Agreement, (b) adopting this Agreement and approving the Merger Company’s execution, delivery and performance of this Agreement and the Transactions advisable consummation of the transactions contemplated thereby, and (ivc) recommending resolving to recommend that the Company’s shareholders adopt approve this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption approval of this Agreement by the affirmative vote of the holders of shares of Company Common Stock of at least two-thirds of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)) and (ii) the filing of the Certificate of Merger as required by the TBOC, no other vote or corporate proceedings on the part of the Company or its shareholders are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and transactions contemplated hereby, including the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”). (b) Assuming the accuracy of Parent’s representation in Section 3.12, the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or the Transactions, and no other Takeover Laws or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws.