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

Authority; Execution and Delivery; Enforceability. (a) 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Transactions. The execution and delivery by Parent and Merger Sub of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement. Parent and Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting Transactions have been duly called at which a quorum authorized by the respective Boards of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests Directors of Parent and its stockholders. As Merger Sub, and except for the Parent Stockholder Approval and, in the case of the date of this AgreementMerger, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance approval of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are by Parent in its capacity as the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and Sub (which approval shall be provided by the Cayman Plan written consent of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of Parent immediately following the date execution of this Agreement), such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt authorize the Transaction Documents or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Transactions. Each of Parent and Merger Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). Prior to the Effective Time, each of Parent and Merger Sub will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ rights generally and generally, or by general principles governing the availability of equityequitable remedies). (b) The Board of Directors of Parent has duly adopted resolutions (i) approving this Agreement, the other Transaction Documents to which Parent is or is contemplated to be a party, the Merger and the other Transactions, (ii) determining that the terms of this Agreement are in the best interests of the stockholders of Parent and declaring it advisable to enter into this Agreement and (iii) recommending that the holders of Parent Common Stock vote in favor of the issuance of the Parent Common Stock in the Merger, as contemplated by Article IV, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The Board of Directors of Merger Sub has duly adopted resolutions (i) approving this Agreement, the other Transaction Documents to which Merger Sub is or is contemplated to be a party, the Merger and the other Transactions, (ii) adopting this Agreement and the Plan of Merger and (iii) recommending that Parent, as the sole shareholder of Merger Sub, approve this Agreement and the Plan of Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The only vote or consent of holders of any class or series of capital stock of Parent necessary to approve the issuance of the Parent Common Stock in the Merger, as contemplated by Article IV, is, to the extent required by the applicable regulations of the NYSE, the affirmative vote of a majority of the voting power of the shares of Parent Common Stock present in person or represented by proxy and voting on the issue at the Parent Stockholders’ Meeting (collectively, the “Parent Stockholder Approval”). The affirmative vote or consent of the holders of capital stock of Parent, or any of them, is not necessary to consummate any of the other Transactions, unless this Agreement is amended after the Parent Stockholders’ Meeting and such approval is required, solely as a result of such amendment, under the DGCL or Parent’s certificate of incorporation or bylaws. (d) The only vote or consent of holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement, the Plan of Merger and the Merger is the affirmative vote of Parent in its capacity as the sole shareholder of Merger Sub, which approval shall be provided by the written consent of Parent immediately following the execution of this Agreement. The affirmative vote or consent of the holders of capital stock of Merger Sub, or any of them, is not necessary to consummate any of the Transactions other than the Merger. (e) Except as set forth in Article XII of Parent’s certificate of incorporation, Parent is not party to any stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan. The Board of Directors of Parent has adopted such resolutions or taken such other actions as may be necessary to render the restrictions on “business combinations”, as such term is defined in Article XII of Parent’s certificate of incorporation, as set forth in Article XII of Parent’s certificate of incorporation inapplicable to this Agreement, the Merger and the other Transactions, to the extent such restrictions would otherwise be applicable to this Agreement, the Merger or the other Transactions. No “fair price”, “moratorium”, “control share acquisition”, “business combination”, “stockholder protection” or other similar antitakeover statute or similar statute regulation applicable to Parent or regulation Merger Sub enacted under Delaware Law or Washington Law or under the Law of any other jurisdiction applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this AgreementTransactions. (f) The Board of Directors of Parent (or, if appropriate, any committee administering the Parent Stock Plan) has adopted such resolutions or taken such other actions as may be required to ensure that no Parent equity awards will become vested or exercisable in connection with the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Weyerhaeuser and Merger Sub WRECO has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger Transactions. The execution and delivery by Weyerhaeuser and WRECO of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement. Merger Sub has all necessary corporate power Weyerhaeuser and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote WRECO of the directors present at a meeting Transactions have been duly called at which a quorum authorized by the respective Boards of directors Directors of Parent was presentWeyerhaeuser and WRECO, (i) approving and except for such further action of the executionBoard of Directors of Weyerhaeuser required to establish the Record Date and the Distribution Date and, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As case of the date of this AgreementMerger, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance approval of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are by WNR in its capacity as the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and WRECO (which approval shall be provided by the Cayman Plan written consent of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of WNR immediately following the date execution of this Agreement), such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent Weyerhaeuser or Merger Sub is WRECO are necessary to authorize, adopt authorize the Transaction Documents or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Transactions. Each of Parent Weyerhaeuser and Merger Sub WRECO has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against each of Weyerhaeuser and WRECO in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Effective Time, each of Weyerhaeuser and WRECO will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ rights generally and or by general principles governing the availability of equityequitable remedies). (b) No “fair price”The Board of Directors of Weyerhaeuser has duly adopted resolutions approving the Merger and the other Transactions, “moratorium”which resolutions have not been subsequently rescinded, “control share acquisition” modified or other similar antitakeover statute or similar statute or regulation applies with respect to withdrawn in any way. The Board of Directors of WRECO has duly adopted resolutions (i) approving this Agreement, the other Transaction Documents to which WRECO is or is contemplated to be a party, the Merger or any of and the other transactions contemplated by Transactions, (ii) adopting this Agreement and the Plan of Merger and (iii) recommending that WNR, as the sole shareholder of WRECO, approve this Agreement and the Plan of Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The only vote or consent of holders of any class or series of capital stock of WRECO necessary to approve this Agreement, the Plan of Merger and the Merger is the affirmative vote of WNR in its capacity as the sole shareholder of WRECO, which approval shall be provided by the written consent of WNR immediately following the execution of this Agreement. Upon obtaining such written consent of WNR, the approval of WRECO’s shareholders after the Distribution Date will not be required to effect the Transactions, unless this Agreement is amended after the Distribution Date and such approval is required, solely as a result of such amendment, under the WBCA or WRECO’s articles of incorporation or bylaws.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate or similar power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and Transactions, subject, in the other transactions contemplated case of the Merger, to the adoption of this Agreement by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver Parent as the Cayman Plan sole shareholder of Merger and to consummate the transactions contemplated therebySub. The Parent Board has adopted resolutions, by unanimous a vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance by Parent of this Agreement and (ii) determining that entering into this Agreement is in the best interests consummation of Parent and its stockholdersthe Merger. As Such resolutions have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub Board has unanimously adopted resolutions resolutions, by unanimous written consent, (iA) approving the executionthis Agreement, delivery and performance of (B) declaring advisable this Agreement and the Cayman Plan of Merger, (ii) Merger on substantially the terms and conditions set forth in this Agreement and determining that the terms of this Agreement Merger is fair to, and the Cayman Plan of Merger are in the best interests of of, Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (ivC) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As Such resolutions have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, Except for the adoption of this Agreement by Parent as the sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No no other corporate action or similar proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Transactions. Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement except that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization or fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder respective covenants and agreements under this Agreement and thereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement has been and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement. Merger Sub has Agreement have been duly authorized by all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate legal entity action on the part of each of Parent and Merger Sub and no other corporate or other legal entity proceedings on the part of each of Parent or Merger Sub is Sub, respectively, are necessary to authorize, adopt or approve, as applicable, authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for other than the filing of the Cayman Plan Certificate of Merger and any other documents as required to effect by the Merger pursuant to the Cayman Companies LawDGCL). Each Such actions and proceedings have not been amended or withdrawn as of the date of this Agreement. This Agreement has been duly executed and delivered by each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, as applicable, enforceable against it Parent and Merger Sub, as applicable, in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally all respects to the Bankruptcy and by general principles of equityEquity Exceptions. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, Each of Parent Board and Merger Sub Board have adopted the Parent Actions and the Merger Sub Actions, respectively, at a meeting duly called at which a quorum of Parent Board and Merger Sub Board, respectively, was present. Such resolutions have not been amended or any withdrawn as of the other transactions contemplated by date of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent The execution and delivery by Xxxxxx 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in including, for the best interests avoidance of Parent and its stockholders. As doubt, Section 6.17 of the date of this Agreement, such resolutions have not been amended or withdrawn. The Company Disclosure Letter) and the consummation by Xxxxxx and Merger Sub Board has unanimously adopted resolutions of the Transactions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Subincluding, for adoption. As the avoidance of doubt, the separation of the date of this AgreementSpinCo Business, such resolutions SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or Parent, and Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Sub. Each of Parent and Merger Xxxxxx Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) No “fair price”The Parent Board, “moratorium”at a meeting duly called and held, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect unanimously (i) determined that, on the terms and subject to the conditions set forth in this AgreementAgreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the Merger or any separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other transactions contemplated by stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) 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 other transactions contemplated hereby, subject, in the case of the Merger, to the adoption of this Agreement by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver Parent as the Cayman Plan sole stockholder of Merger and to consummate the transactions contemplated therebySub. The Parent Board has adopted resolutions, by unanimous a vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the executionthis Agreement, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholdersshareholders and (iii) declaring this Agreement and the Merger advisable. As Such resolutions have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub Board has unanimously adopted resolutions resolutions, by unanimous written consent, (iA) approving the executionthis Agreement, delivery and performance of (B) declaring advisable this Agreement and the Cayman Plan of Merger, (ii) Merger on substantially the terms and conditions set forth in this Agreement and determining that the terms of this Agreement and the Cayman Plan of Merger are is in the best interests of Merger Sub and Parent, as its sole shareholderstockholder, (iii) declaring this Agreement advisable and (ivC) recommending that Parent, as sole shareholder stockholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder stockholder of Merger Sub, for adoption. As Such resolutions have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder stockholder of Merger Sub, has adopted will, immediately following the execution and delivery of this Agreement and by each of the Cayman Plan parties hereto, adopt this Agreement. Except for the adoption of Merger. No this Agreement by Parent as the sole stockholder of Merger Sub, no other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)hereby. Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement except that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization or fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) No Assuming the accuracy of the Company’s representation in the last sentence of Section 4.04(b), no “interested shareholder”, “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation regulation, or similar provision or term of the Parent Articles or Parent Regulations, applies with respect to Parent or Merger Sub with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreementhereby. Neither Parent nor Merger Sub nor any of their respective “affiliates” or “associates” (as such terms are defined in Section 203 of the DGCL) is, or at any time during the past three years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL, nor do any of them currently own any shares of Company Common Stock. (c) Neither Parent nor any Parent Subsidiary has in effect a “poison pill”, shareholder rights plan or other similar plan or agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Xxxxxxxx, Gaiam Travel, Gaiam Travel Parent and Merger Sub the Company has all the requisite corporate power and authority to execute and deliver this Agreement, Agreement and the Collateral Agreements to which such Person is or will be a party and to perform its respective obligations hereunder or thereunder and to consummate the Merger Contemplated Transactions. (b) The execution and delivery by Gaiam Travel, Gaiam Travel Parent and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance Company of this Agreement and (ii) determining that entering into this Agreement the Collateral Agreements to which such Person is in or will be a party, and the best interests of consummation by Gaiam Travel, Gaiam Travel Parent and its stockholders. As the Company of the date Contemplated Transactions, have been duly authorized by all necessary corporate action on the part of this Agreementeach of Gaiam Travel, Gaiam Travel Parent and the Company, and no other action on the part of such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving Person is necessary to authorize the execution, delivery and performance of this Agreement and the Cayman Plan of MergerCollateral Agreements to which such Person is or will be a party and the Contemplated Transactions. Xxxxxxxx has the legal capacity to enter into, (ii) determining that and the terms of full power and authority to execute and deliver this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub Collateral Agreements to which Xxxxxxxx is or will be a party and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger Contemplated Transactions. This Agreement has been, and the other transactions contemplated by this Agreement (except for the filing each of the Cayman Plan of Merger and other documents required Collateral Agreements to effect which Sellers, Gaiam Travel Parent or the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has Company is a party is or will be, duly executed and delivered this Agreement andby each Seller, assuming the due authorization, execution and delivery by Gaiam Travel Parent or the Company, this Agreement constitutes its as applicable. (c) This Agreement, and each of the Collateral Agreements to which Sellers, Gaiam Travel Parent or the Company is a party will constitute (assuming the legal, valid and binding obligationobligation of Purchaser) the legal, valid and binding obligation of such Seller, Gaiam Travel Parent or the Company, as applicable, enforceable against it such Seller, Gaiam Travel Parent or the Company in accordance with its terms excepttheir terms, in each case, as enforcement except to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally and by to general principles of equityequitable principles. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate requisite limited liability company power and authority to execute and deliver the Cayman Plan of Merger each Transaction Agreement to which it is a party and to consummate the transactions contemplated therebyTransactions. The Parent Board has adopted resolutions, execution and delivery by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests each of Parent and its stockholders. As Sub of each Transaction Agreement to which it is a party and the consummation by it of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or Merger Sub is necessary and limited liability company action on the part of Sub, subject in the case of Parent, to authorize, adopt or approvereceipt of the Parent Stockholder Approval (as defined in Section 4.04(c)) and the filing with the Secretary of State of the State of Delaware of the Charter Amendment. Parent, as applicablethe sole member of Sub, has approved this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Merger. Each of Parent and Merger Sub has duly executed and delivered this each Transaction Agreement andto which it is a party, assuming the due authorization, execution and delivery by the Company, 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 except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityterms. (b) The Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving and declaring advisable 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 Parent and its stockholders and (iii) recommending that Parent’s stockholders approve the Merger and the other Transactions. Such resolutions are sufficient to render inapplicable to this Agreement, the Transactions, the other Transaction Agreements and the transactions contemplated thereby the provisions of Section 203 of the DGCL. No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover state takeover statute or similar statute or regulation applies or purports to apply to Parent with respect to this Agreement and other Transaction Agreements, the Merger or any other Transaction. (c) The only vote of holders of any class or series of Parent Capital Stock necessary to approve this Agreement, the Merger and the other Transactions is the approval and adoption by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote generally in the election of directors (the “Parent Stockholder Approval”); provided, however, that the Parent may not consummate the Merger if the holders of 20% or more in interest of the IPO Shares shall have demanded that Parent convert their IPO Shares into cash pursuant to Article Fifth, paragraph B of the Parent Charter and/or Section 8.8 of the Underwriting Agreement dated as of August 25, 2003, between Parent and EarlyBirdCapital, Inc. (the “Underwriting Agreement”). The affirmative vote of the holders of Parent Common Stock, or any of them, is not necessary to approve any Transaction Agreement other than this Agreement or consummate any transaction other than the Transactions. The affirmative vote of the holders of the Parent Warrants is not necessary to approve any Transaction Agreement or any Transaction. (d) The execution and delivery by Parent of this Agreement and the other transactions contemplated Transaction Agreements, and subject to the receipt of the Parent Stockholder Approval, the consummation by Parent of the Merger and the other Transactions, are in compliance with the terms of Article Fifth, paragraph B of the Parent Charter and Sections 8.8 and 8.10 of the Underwriting Agreement. The Parent Board, at a meeting duly called and held duly and, unanimously adopted resolutions stating that the Parent Board has independently determined that, as of the date of this Agreement, the fair market value of the Company (including USPGI) is at least 80% of net assets of Parent, in accordance with Section 8.10 of the Underwriting Agreement.

Authority; Execution and Delivery; Enforceability. (a) 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority , subject, in the case of the Share Issuance, to execute and deliver the Cayman Plan receipt of the Parent Shareholder Approval and, in the case of the Merger, to the approval of this Agreement by Parent as the sole shareholder of Merger and to consummate the transactions contemplated therebySub. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors Directors of Parent was present, (the “Parent Board”) has unanimously adopted resolutions (i) approving determining that the execution, delivery terms of the Merger and performance of the other transactions contemplated by this Agreement are advisable and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholdersshareholders, (ii) approving this Agreement, the Merger and the other transactions contemplated by this Agreement and (iii) recommending that Parent’s shareholders approve the Share Issuance (the “Parent Recommendation”) and directing that the Share Issuance be submitted to Parent’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Parent Shareholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (iiA) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iiiB) declaring approving this Agreement, the Merger and the other transactions contemplated by this Agreement advisable and (ivC) recommending that Parent, as sole shareholder of Merger Sub, adopt approve this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoptionapproval. As of the date of this Agreement, such resolutions have not been amended or withdrawn. ParentExcept (x) solely in the case of the Share Issuance, for the approval of the Share Issuance by the affirmative vote of the holders of a majority of the voting power of the shares of Parent Common Stock and Parent Preferred Stock represented in person or by proxy at the Parent Shareholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual (the “Parent Shareholder Approval”), and (y) solely in the case of the Merger, for the approval of this Agreement by Parent as the sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (except for the filing of the Cayman Plan of Merger appropriate merger documents as required by the DGCL and other documents required to effect the Merger pursuant to the Cayman Companies LawNCBCA). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies to Parent or Merger Sub with respect to this Agreement, the Merger Transaction Agreements or any of the other transactions contemplated by this AgreementTransactions.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Seller has all the requisite corporate power and authority to execute and deliver this AgreementAgreement and the Collateral Agreements to which Seller is or will be a party, to perform its obligations hereunder and thereunder and, subject to obtaining the Shareholder Consent, to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. Contemplated Transactions. (b) The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance by Seller of this Agreement and (ii) determining that entering into this Agreement the Collateral Agreements to which Seller is in or will be a party, and the best interests of Parent and its stockholders. As consummation by Seller of the date Contemplated Transactions, have been duly authorized by all necessary action on the part of this AgreementSeller, such resolutions have not been amended and, subject to obtaining the Shareholder Consent, no other action on the part of Seller is or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving will be necessary to authorize the execution, delivery and performance of this Agreement and the Cayman Plan Collateral Agreements to which Seller is or will be a party and the Contemplated Transactions. This Agreement has been, and each of Mergerthe Collateral Agreements to which Seller is a party will be, duly executed and delivered by Seller. (c) This Agreement constitutes, and each of the Collateral Agreements to which Seller is a party will constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles. (d) The Board, by resolutions duly adopted by vote at a meeting of the Board duly called and held at which a quorum was present, has (i) determined that this Agreement and the Contemplated Transactions are advisable and in the best interests of Seller and its shareholders, (ii) determining that authorized, adopted and approved the terms execution, delivery and performance of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholderContemplated Transactions, (iii) declaring approved and declared advisable this Agreement advisable and the Contemplated Transactions, and (iv) recommending resolved to recommend that Parent, as sole shareholder the shareholders of Merger Sub, Seller adopt this Agreement and approve the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation of the date of this AgreementContemplated Transactions, and such resolutions have not been amended rescinded, withdrawn or withdrawn. Parent, modified in any way as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equitydate hereof. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Cedar and Pine 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 other transactions contemplated by this Agreement. , subject, in the case of the Share Issuance, to the receipt of the Cedar Shareholder Approval and, in the case of the Merger, for the approval of this Agreement by Cedar as the sole stockholder of Pine Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebySub. The Parent Board of Directors of Cedar (the “Cedar Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent Cedar was present, (i) approving the execution, delivery and performance of this Agreement and Agreement, (ii) determining that entering into this Agreement is in the best interests of Parent Cedar and its stockholdersshareholders, (iii) declaring this Agreement advisable and (iv) recommending that Cedar’s shareholders vote in favor of approval of the issuance of Cedar Common Stock constituting the Merger Consideration (the “Share Issuance”) and directing that the Share Issuance be submitted to Cedar’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Cedar Shareholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Pine Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of MergerAgreement, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Pine Merger Sub and ParentCedar, as its sole shareholderstockholder, (iii) declaring this Agreement advisable and (iv) recommending that ParentCedar, as sole shareholder stockholder of Pine Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to ParentCedar, as sole shareholder stockholder of Pine Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. ParentCedar, as sole shareholder stockholder of Pine Merger Sub, has adopted will, immediately following the execution and delivery of this Agreement by each of the parties hereto, adopt this Agreement. Except (x) solely in the case of the Share Issuance, for the approval of the Share Issuance by the affirmative vote of the holders of a majority of the voting power of the shares of Cedar Common Stock and Cedar Preferred Stock represented in person or by proxy at the Cayman Plan Cedar Shareholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual (the “Cedar Shareholder Approval”), and (y) solely in the case of the Merger. No , for the adoption of this Agreement by Cedar as the sole stockholder of Pine Merger Sub, no other corporate action proceedings on the part of Parent Cedar or Pine Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other appropriate merger documents as required to effect by the Merger pursuant to the Cayman Companies LawDGCL). Each of Parent Cedar and Pine Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanyPine, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms. In order to amend Article III.C of the Cedar Articles to reduce the voting rights granted thereby to holders of Cedar High Vote Stock to the same voting rights to which holders of other shares of Cedar Common Stock are entitled, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization the only required vote of the Cedar shareholders is the affirmative vote of two-thirds of the voting power of holders of Cedar Common Stock present at an annual or similar Laws affecting creditors’ rights generally and by general principles special meeting of equityshareholders at which a majority of the voting power of holders of Cedar Common Stock is present (the “Cedar High Vote Shareholder Approval”). (b) The Cedar By-laws render LBCL Sections 12:135 through 12:140.2 inapplicable to the Merger. No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent DigitalGlobe, Merger Sub and Merger Sub 2 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 contemplated by this Agreement. Merger Sub has all necessary corporate power , subject to the designation of the DigitalGlobe Series A Preferred Stock by the DigitalGlobe Board and, in the case of the Share Issuance and authority the GeoEye Stock Plan Assumption, to execute and deliver the Cayman Plan receipt of Merger and to consummate the transactions contemplated therebyDigitalGlobe Stockholder Approval. The Parent Board has adopted resolutionsof Directors of DigitalGlobe (the “DigitalGlobe Board”), by unanimous vote of the directors present resolutions duly adopted at a meeting duly called at which a quorum of directors of Parent was presentand held, has (i) approving the execution, delivery and performance of this Agreement and (ii) determining determined that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of DigitalGlobe and its stockholders and the issuance of DigitalGlobe Common Stock in the Merger Sub and Parentthe issuance of DigitalGlobe Common Stock under the GeoEye Stock Plans, as outstanding GeoEye Stock Options and GeoEye Restricted Stock Units assumed by DigitalGlobe pursuant to the GeoEye Stock Plan Assumption (the “Share Issuance”) and the GeoEye Stock Plan Assumption to be advisable, (ii) adopted a resolution approving this Agreement and declaring its sole shareholderadvisability, (iii) declaring this Agreement advisable recommended that the stockholders of DigitalGlobe approve the issuance of DigitalGlobe Common Stock in the Merger and the Share Issuance and the GeoEye Stock Plan Assumption and (iv) recommending directed that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement such matters be submitted to Parent, for consideration by DigitalGlobe stockholders at a duly held meeting of such stockholders for such purpose (the “DigitalGlobe Stockholders Meeting”). Such resolutions have not been amended or withdrawn as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder Except for the approval of Merger Sub, has adopted this Agreement the Share Issuance and the Cayman GeoEye Stock Plan Assumption, respectively, by the affirmative vote of Merger. No a majority of the outstanding shares of DigitalGlobe Common Stock represented in person or by proxy at the DigitalGlobe Stockholders Meeting where a quorum is present (the “DigitalGlobe Stockholder Approval”), no other corporate action proceedings on the part of Parent DigitalGlobe, Merger Sub or Merger Sub is 2 are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other appropriate merger documents as required to effect by the Merger pursuant to DGCL or the Cayman Companies LawDLLCA). Each of Parent DigitalGlobe, Merger Sub and Merger Sub 2 has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanyGeoEye, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityterms. (b) No The Board of Directors of Merger Sub, by written consent duly adopted prior to the date hereof, has (i) determined that this Agreement and the Merger are advisable and fair to and in the best interests of Merger Sub and its stockholder, (ii) duly approved and adopted this Agreement, the Merger and the other transactions contemplated hereby, which adoption has not been rescinded or modified and (iii) submitted this Agreement for adoption by DigitalGlobe, as the sole stockholder of Merger Sub. DigitalGlobe, as the sole stockholder of Merger Sub, has duly approved and adopted this Agreement and the Merger. DigitalGlobe, as the sole member of Merger Sub 2, by written consent duly adopted prior to the date hereof has duly approved this Agreement, the Subsequent Merger and the other transactions contemplated hereby, which approval has not been rescinded or modified. (c) To the Knowledge of DigitalGlobe, no “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this AgreementAgreement in respect of DigitalGlobe, Merger Sub or Merger Sub 2.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub CTWS 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 contemplated by this Agreement. Merger Sub has all necessary corporate power and authority , subject, in the case of the Merger, to execute and deliver the Cayman Plan receipt of Merger and to consummate the transactions contemplated therebyCTWS Shareholder Approval. The Parent CTWS Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent CTWS was present, (i) approving the executionand adopting this Agreement, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent CTWS and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholdershareholders, (iii) declaring this Agreement advisable advisable, and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt CTWS’s shareholders approve this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to ParentCTWS’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “CTWS Shareholders Meeting”) (clauses (i), (ii), (iii) and (iv) being referred to as sole shareholder of Merger Sub, for adoptionthe “CTWS Recommendation”). As Such resolutions have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder Except for the adoption of Merger Sub, has adopted this Agreement and by the Cayman Plan affirmative vote of Merger. No at least two-thirds of the voting power of outstanding CTWS Common Shares (and, in the event the CTWS Preferred Share Redemption does not occur prior to the record date set for the CTWS Shareholders Meeting as contemplated by Section 6.01(e), the CTWS $20 Par Preferred Shares voting together with the CTWS Common Shares) entitled to vote at the CTWS Shareholders Meeting (the “CTWS Shareholder Approval”), no other corporate action proceedings on the part of Parent or Merger Sub is CTWS are necessary to authorize, adopt or approve, as applicable, approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other appropriate merger documents as required to effect by the Merger pursuant to the Cayman Companies LawCBCA). Each of Parent and Merger Sub CTWS has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanySJW, this Agreement constitutes its the legal, valid and binding obligationobligation of CTWS, enforceable against it CTWS in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The CTWS Board (including a majority of the nonemployee directors, of which there were at least two) have approved such resolutions as are necessary to authorize any business combinations with interested shareholders (as provided in Section 33-844 of the CBCA) intended by this Agreement, the Merger and the other transactions contemplated by this Agreement. No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover 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 in respect of CTWS. (c) The representations and warranties set forth in this Section 4.04 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) Each of Parent Parent, Merger Sub and Merger Sub LLC has all requisite corporate full 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 other transactions contemplated delivery by this Agreement. each of Parent, Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date LLC of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery performance and performance compliance by Parent with each of this Agreement its obligations herein and the Cayman Plan consummation by it of Mergerthe Transactions have been duly authorized by all necessary corporate or limited liability company action on the part of Parent, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and LLC subject in the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As case of the date Share Issuance, to receipt of this Agreement, such resolutions have not been amended or withdrawnthe Parent Stockholder Approval. Parent, as sole shareholder stockholder of Merger Sub, has adopted approved this Agreement and the Cayman Plan of MergerAgreement. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approveParent, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan sole member of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)LLC, has approved this Agreement. Each of Parent Parent, Merger Sub and Merger Sub LLC has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanyCompany of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. None of Parent, insolvencyMerger Sub or Merger LLC is, reorganization or similar Laws affecting creditors’ rights generally and by general principles nor at any time during the last three years has been, an “interested stockholder” of equitythe Company as defined in Section 203. (b) No The Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held duly and unanimously (with one director recusing himself) adopted resolutions (i) approving this Agreement, the Merger, the Subsequent Merger, the Share Issuance and the other Transactions, (ii) determining that the terms of the Merger, the Subsequent Merger, the Share Issuance and the other Transactions are fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to and in the best interests of Parent and its stockholders and (iii) recommending that Parent’s stockholders approve the Share Issuance. Such resolutions are sufficient to render inapplicable to this Agreement, the Merger, the Subsequent Merger, the Share Issuance and the other Transactions the provisions of Section 203. No other Takeover Laws apply or purport to apply to this Agreement, the Merger, the Subsequent Merger or any other Transaction. (c) Assuming that neither the Company nor any of its “affiliates” or “associates” is an “interested stockholder” (each term, as defined in Section 203), the only vote of holders of any class or series of Parent Capital Stock necessary to approve this Agreement, the Merger, the Subsequent Merger, the Share Issuance and the other Transactions is the approval of the Share Issuance by the holders of a majority of the shares of Parent Capital Stock entitled to vote and present in person or represented by proxy at the Parent Stockholder Meeting (the “Parent Stockholder Approval”). The affirmative vote of the holders of Parent Capital Stock, or any of them, is not necessary to consummate any Transaction other transactions contemplated by this Agreementthan the Share Issuance.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Time Warner and Merger Sub AOL has all requisite corporate power and authority to execute and deliver this Agreement, the Time Warner Registration Rights Agreement and the HoldCo Operating Agreement (in each case, to the extent a party thereto), to perform its their respective obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger thereunder and to consummate the transactions contemplated hereby and thereby. The Parent Board has adopted resolutions, execution and delivery by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery Time Warner and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date AOL of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Time Warner Registration Rights Agreement and the Cayman Plan HoldCo Operating Agreement (in each case, to the extent a party thereto), the performance of Merger, (ii) determining that the terms of this Agreement their obligations hereunder and thereunder and the Cayman Plan of Merger are in the best interests of Merger Sub consummation by Time Warner and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As AOL of the date of this Agreement, such resolutions transactions contemplated hereby and thereby have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other will be duly authorized by all necessary corporate action on the part of Parent or Merger Sub is necessary to authorizeTime Warner, adopt or approveNewCo, as applicableHoldCo and AOL (in each case, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Lawextent a party thereto). Each of Parent Time Warner and Merger Sub AOL has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityterms. (b) No “fair price”Upon formation of NewCo and HoldCo and execution by them of an Adoption Agreement: each of NewCo and HoldCo will have all requisite power and authority to execute and deliver its respective Adoption Agreement, “moratorium”its respective Registration Rights Agreement, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect the HoldCo Operating Agreement (by NewCo) and the AOL Operating Agreement (by HoldCo), to perform their respective obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby; the execution and delivery by NewCo and HoldCo of its respective Adoption Agreement, its respective Registration Rights Agreement, the HoldCo Operating Agreement (by NewCo) and the AOL Operating Agreement (by HoldCo), the performance by NewCo and HoldCo of their respective obligations hereunder and thereunder and the consummation by NewCo and HoldCo of the transactions contemplated hereby and thereby will have been duly authorized by all necessary corporate action on the part of NewCo and HoldCo; each of NewCo and HoldCo will have duly executed its respective Adoption Agreement, its respective Registration Rights Agreement, the HoldCo Operating Agreement (by NewCo) and the AOL Operating Agreement (by HoldCo); and their respective Adoption Agreements, this Agreement, their respective Registration Rights Agreements, the Merger or any HoldCo Operating Agreement (for NewCo) and the AOL Operating Agreement (for HoldCo) will constitute the legal, valid and binding obligation of the other transactions contemplated by this Agreementeach of NewCo and HoldCo, enforceable against NewCo and HoldCo in accordance with its terms.

Authority; Execution and Delivery; Enforceability. (a) 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 thereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority , subject, in the case of the Merger, to execute and deliver the Cayman Plan approval of this Agreement by Parent as the sole stockholder of Merger and to consummate the transactions contemplated therebySub. The Board of Directors of Parent Board (the “Parent Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholdersshareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of MergerAgreement, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholderstockholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder stockholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder stockholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder stockholder of Merger Sub, has adopted will, immediately following the execution and delivery of this Agreement and by each of the Cayman Plan parties hereto, adopt this Agreement. Except for the adoption of Merger. No this Agreement by Parent as the sole stockholder of Merger Sub, no other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan Certificate of Merger and other documents as required to effect by the Merger pursuant to the Cayman Companies LawDGCL). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, the Voting and Support Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The Parent Board has duly adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, : (ia) approving the execution, delivery and performance of this Agreement by Parent; and (iib) determining that entering into this Agreement is in the best interests of Parent and its stockholdersshareholders. As of the date of this AgreementAgreement Date, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions resolutions: (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, Statutory Merger Agreement by Merger Sub; (ii) determining that the terms of this Agreement and the Cayman Plan of Statutory Merger Agreement are in the best interests of Merger Sub and of Parent, as its sole shareholder, shareholder; (iii) declaring this Agreement advisable and the Statutory Merger Agreement advisable; and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Statutory Merger Agreement and directing that this Agreement and the Statutory Merger Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted committed to adopt and approve the entry by Xxxxxx Sub into this Agreement and the Cayman Plan Statutory Merger Agreement. Except for corporate approvals already obtained, Xxxxxx’s foregoing approval as sole shareholder of Merger. No Merger Sub, the filing of the Schedule 13E-3 with the SEC, the execution and delivery of the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other corporate action proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of Parent or Parent, Merger Sub is or their respective Affiliates are necessary to authorize, adopt or approve, as applicable, this Agreement or the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Transactions. Each of Parent and Merger Sub has (or, with respect to the Statutory Merger Agreement, will have at the Closing) duly executed and delivered this Agreement, the Voting and Support Agreement and the Statutory Merger Agreement, and, assuming the due authorization, execution and delivery by the CompanyCompany of this Agreement, the Voting and Support Agreement and the Statutory Merger Agreement, this Agreement, the Voting and Support Agreement constitutes and the Statutory Merger Agreement constitute or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of The execution and delivery by 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement consummation by Parent and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions transactions contemplated hereby have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or and Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Sub. Each of Parent and Merger Sub has have duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) No The Parent Board, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, are in the best interests of, and advisable to, Parent and its stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, (iii) approved the execution, delivery and performance by Parent of this Agreement, including the Merger and the Parent Stock Issuance, upon the terms and subject to the conditions contained herein, (iv) directed that this Agreement be submitted to the holders of the Parent Common Stock at the Parent Stockholders Meeting to approve the Parent Stock Issuance, and (v) resolved to make the Parent Board Recommendation, subject to the terms and conditions in this Agreement. Parent, as the owner of all of the outstanding equity interests of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. None of the foregoing actions by the Parent Board have been rescinded or modified in any way (unless such rescission or modification has been effected after the date hereof in accordance with the terms of Section 6.5). (c) The only vote of holders of any class or series of capital stock of Parent necessary to approve this Agreement and to consummate the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, is the approval of the Parent Stock Issuance by the affirmative vote of at least a majority of the votes cast in person or represented by proxy at the Parent Stockholders Meeting by the holders of Parent Common Stock entitled to vote thereon in accordance with Sections 312.03(c) and 312.07 of the NYSE Listed Company Manual (the “Parent Stockholder Approval”). (d) The Merger Sub Board, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated here, including the Merger, are advisable, fair price”to, “moratorium”and in the best interests of, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to Merger Sub and its sole stockholder, (ii) approved the execution and delivery by Merger Sub of this Agreement, the performance by Merger or any Sub of its covenants and agreements contained herein and the consummation of the other transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions contained herein and (iii) submitted this Agreement to Parent, as sole stockholder of Merger Sub, for adoption thereby and recommended that Parent approve and adopt this Agreement and the transactions contemplated hereby, including the Merger. None of the foregoing actions by this Agreementthe Merger Sub Board have been rescinded or modified in any way (unless such rescission or modification has been effected after the date hereof in accordance with the terms of Section 6.5).

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyMerger. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum board of directors of Parent was present, has adopted resolutions (i) approving the execution, delivery and performance of this Agreement and (iia) determining that entering into this Agreement it is in the best interests of Parent and its stockholders. As of the date of shareholders, and declaring it advisable, for Parent to enter into this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions Agreement and (ib) adopting this Agreement and approving the Parent’s execution, delivery and performance of this Agreement and the Cayman Plan consummation of Merger, (ii) the transactions contemplated by this Agreement. Such resolutions have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions determining that the terms of this Agreement and the Cayman Plan of Merger are it is in the best interests of Merger Sub and Parent, as its sole shareholder, and declaring it advisable, for Merger Sub to enter into this Agreement, (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and (iii) declaring this Agreement advisable and (iv) recommending resolving to recommend that Parent, in its capacity as the sole shareholder of Merger Sub, adopt approve this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, Agreement. Such resolutions have not been amended or withdrawn as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Merger. Each of Parent and Merger Sub has have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally all respects to the Bankruptcy and by general principles of equityEquity Exceptions. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyhereby, including the Merger. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, resolutions (i) approving the execution, delivery and performance of this Agreement and (iia) determining that entering into this Agreement it is in the best interests of Parent and its stockholders. As of the date of shareholders, and declaring it advisable, for Parent to enter into this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions Agreement and (ib) adopting this Agreement and approving the Parent’s execution, delivery and performance of this Agreement and the Cayman Plan consummation of the transactions contemplated by this Agreement, including the Merger, . Such resolutions have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (iii) determining that the terms of this Agreement and the Cayman Plan of Merger are it is in the best interests of Merger Sub and Parent, as its sole shareholder, and declaring it advisable, for Merger Sub to enter into this Agreement, (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger, and (iii) declaring this Agreement advisable and (iv) recommending resolving to recommend that Parent, in its capacity as the sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that Agreement. Parent has approved this Agreement be submitted to Parent, by written consent in its capacity as the sole shareholder of Merger Sub, for adoption. As Such resolutions and written consent have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other vote or corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Merger. Each of Parent and Merger Sub has have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally all respects to the Bankruptcy and by general principles of equityEquity Exceptions. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder the receipt of the Parent Shareholder Approval and the Parent Preferred Consents, to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power The execution and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The delivery by Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation by Parent of the date of this Agreement, such resolutions transactions contemplated hereby have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement duly and the Cayman Plan of Merger. No other validly authorized by all necessary corporate action on the part of Parent, subject to receipt of the Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger Shareholder Approval and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Parent Preferred Consents. Each of Parent and Merger Sub has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityterms. (b) No “fair price”The Parent Special Committee, “moratorium”at a meeting duly called and held, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to duly and unanimously adopted resolutions (i) determining that this AgreementAgreement and the transactions contemplated hereby, including the Merger or any and the issuance of Parent Shares in the Merger, are advisable and fair to, and in the best interests of, Parent and its shareholders and (ii) recommending that the Parent Board approve this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Shares in the Merger. (c) The Parent Board, at the recommendation of the other Parent Special Committee, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Shares in the Merger, are advisable and fair to, and in the best interests of, Parent and its shareholders, (ii) approving this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Shares in the Merger, (iii) directing that the Parent Voting Proposal be submitted to Parent’s shareholders for their approval and (iv) recommending that Parent’s shareholders adopt the Parent Voting Proposal. (d) The votes or consents of holders of any class or series of capital stock of Parent necessary to approve the Merger and to otherwise consummate the transactions contemplated by this AgreementAgreement are set forth in Schedule 6.4(d) of the Parent Disclosure Schedule.

Authority; Execution and Delivery; Enforceability. (a) Each of The execution and delivery by 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement consummation by Parent and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions transactions contemplated hereby have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or and Merger Sub is necessary to authorizeSub, adopt or approvesubject, as applicable, this Agreement or to consummate in the Merger and the other transactions contemplated by this Agreement (except for the filing case of the Cayman Plan Parent Common Stock Issuance, to receipt of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Parent Stockholder Approval. Each of Parent and Merger Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) No “The Parent Board, at a meeting duly called and held, (i) determined that this Agreement and the transactions contemplated hereby, including the Parent Common Stock Issuance, are fair price”to, “moratorium”and in the best interests of, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to Parent and Parent’s stockholders, (ii) approved and declared advisable this AgreementAgreement and the transactions contemplated hereby, including the Parent Common Stock Issuance and (iii) recommended that the holders of Parent Common Stock approve the Parent Common Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). (c) The only vote of holders of any class or series of capital stock of Parent necessary to consummate the Merger or any is the approval of the other Parent Common Stock Issuance by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon and present in person or represented by proxy at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent (the “Parent Stockholder Approval”). (d) The Merger Sub Board (i) determined that this Agreement and the transactions contemplated by hereby, including the Merger, are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the transactions contemplated hereby, including the Merger. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub pursuant to Section 228 of the DGCL adopting this Agreement and approving the transactions contemplated hereby, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent CenturyLink and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority , subject, in the case of the Share Issuance, to execute and deliver the Cayman Plan receipt of the CenturyLink Shareholder Approval and, in the case of the Merger, for the approval of this Agreement by CenturyLink as the sole stockholder of Merger and to consummate the transactions contemplated therebySub. The Parent Board of Directors of CenturyLink (the “CenturyLink Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent CenturyLink was present, (i) approving the execution, delivery and performance of this Agreement and Agreement, (ii) determining that entering into this Agreement is in the best interests of Parent CenturyLink and its stockholdersshareholders, (iii) recommending that CenturyLink’s shareholders vote in favor of approval of the issuance of CenturyLink Common Stock constituting the Merger Consideration (the “Share Issuance”) and directing that the Share Issuance be submitted to CenturyLink’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “CenturyLink Shareholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of MergerAgreement, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and ParentCenturyLink, as its sole shareholderstockholder, (iii) declaring this Agreement advisable and (iv) recommending that ParentCenturyLink, as sole shareholder stockholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to ParentCenturyLink, as sole shareholder stockholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. ParentCenturyLink, as sole shareholder stockholder of Merger Sub, has adopted will, immediately following the execution and delivery of this Agreement by each of the parties hereto, adopt this Agreement. Except (x) solely in the case of the Share Issuance, for the approval of the Share Issuance by the affirmative vote of the holders of a majority of the voting power of the shares of CenturyLink Common Stock and CenturyLink Preferred Stock represented in person or by proxy at the Cayman Plan CenturyLink Shareholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual (the “CenturyLink Shareholder Approval”), and (y) solely in the case of the Merger. No , for the adoption of this Agreement by CenturyLink as the sole stockholder of Merger Sub, no other corporate action proceedings on the part of Parent CenturyLink or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other appropriate merger documents as required to effect by the Merger pursuant to the Cayman Companies LawDGCL). Each of Parent CenturyLink and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanyQwest, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The CenturyLink By-laws render LBCL Sections 12:135 through 12:140.2 inapplicable to the Merger. No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Parent, US Corp., Merger Sub and Merger Sub LLC has all requisite corporate full 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 and the other transactions contemplated Financing. The execution and delivery by this Agreement. each of Parent, US Corp., Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date LLC of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery performance and performance compliance by Parent with each of this Agreement its obligations herein and the Cayman Plan consummation by it of Merger, (ii) determining that the terms of this Agreement Transactions and the Cayman Plan Financing have been duly authorized by all necessary corporate or limited liability company action on the part of Merger are in the best interests of Parent, US Corp., Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and LLC subject in the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As case of the date Share Issuance, to receipt of this Agreement, such resolutions have not been amended or withdrawnthe Parent Stockholder Approval. Parent, as sole shareholder stockholder of US Corp., has approved this Agreement. US Corp., as sole stockholder of Merger SubSub and sole member of Merger LLC, has adopted approved this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Agreement. Each of Parent Parent, US Corp., Merger Sub and Merger Sub LLC has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanyCompany of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. None of Parent, insolvencyUS Corp., reorganization Merger Sub or similar Laws affecting creditors’ rights generally and by general principles Merger LLC is, nor at any time during the last three years has been, an “interested stockholder” of equitythe Company as defined in Section 203. (b) No The Board of Directors of Parent (the “fair priceParent Board”), “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to at a meeting duly called and held duly and unanimously adopted resolutions (i) approving this Agreement, the Merger Merger, the Subsequent Merger, the Share Issuance and the other Transactions and the Financing, (ii) determining that the terms of the Merger, the Subsequent Merger, the Share Issuance and the other Transactions and the Financing are fair to and in the best interests of Parent and its stockholders (the “Parent Determination”) and (iii) recommending that Parent’s stockholders approve the Share Issuance. Unless a Parent Adverse Recommendation Change has occurred in accordance with Section 5.03(e) or 5.03(f), such resolutions remain in full force and effect and have not been modified, rescinded, amended or withdrawn. The Board of Directors of US Corp., pursuant to an action by unanimous written consent, duly and unanimously adopted resolutions approving this Agreement, the Merger, the Subsequent Merger, the other Transactions and the Financing. (c) Assuming that neither the Company nor any of its “affiliates” or “associates” is an “interested stockholder” (each term, as defined in Section 203) or an “interested party” of Parent or a “related party” of an interested party of Parent (each term, as defined in Canadian Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions), the only vote of holders of any class or series of Parent’s capital stock or of any other securities of Parent necessary to approve this Agreement, the Merger, the Subsequent Merger, the Share Issuance, the other transactions contemplated Transactions and the Financing is the approval of the Share Issuance by this Agreementthe holders of a majority of the shares of Parent Common Stock entitled to vote and present in person or represented by proxy at the Parent Stockholders Meeting (the “Parent Stockholder Approval”). The affirmative vote of the holders of Parent Common Stock or of any other securities of Parent is not necessary to consummate any Transaction or the Financing other than the Share Issuance.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholdersAgreement. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, Agreement; (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, stockholder; (iii) declaring this Agreement advisable advisable; and (iv) recommending that Parent, as the sole shareholder stockholder of Merger Sub, Sub adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as the sole shareholder stockholder of Merger Sub, Sub for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as The sole shareholder stockholder of Merger Sub, has adopted and approved this Agreement and the Cayman Plan of MergerAgreement. No other corporate action proceedings (including, for the avoidance of doubt, any stockholder approval) on the part of Parent or Parent, Merger Sub is or their respective Subsidiaries are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan Certificate of Merger and other documents required to effect in accordance with the Merger pursuant to relevant provisions of the Cayman Companies LawDGCL). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against it each of Parent and Merger Sub in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 contemplated by this Agreement and the Statutory Merger Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share; (ii) approving the execution, delivery and performance of this Agreement and the Statutory Merger Agreement; and (iiiii) determining that entering into this Agreement and the Statutory Merger Agreement is in the best interests of Parent and its stockholdersshareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, Statutory Merger Agreement; (iiiii) determining that the terms of this Agreement and the Cayman Plan of Statutory Merger Agreement are in the best interests of Merger Sub and Parent, as its sole shareholder, ; (iiiiv) declaring this Agreement advisable and the Statutory Merger Agreement advisable; and (ivv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Statutory Merger Agreement and directing that this Agreement and the Statutory Merger Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted and approved this Agreement, the Statutory Merger Agreement and the Cayman Plan of Merger. No Except for corporate approvals already obtained, no other corporate action proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of Parent or Parent, Merger Sub is or their respective Affiliates are necessary to authorize, adopt or approve, as applicable, this Agreement or the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Cayman Plan of Merger and other documents required to effect Application with the Merger Registrar pursuant to the Cayman Bermuda Companies LawAct). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent, Parent OP and Merger Sub has all requisite corporate corporate, limited partnership or limited liability company power and authority authority, as applicable, to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and receipt of the Parent Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance by each of this Agreement Parent, Parent OP and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation by it of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent, partnership action on the part of Parent OP, and limited liability company action on the part of Merger Sub, and no other corporate, limited partnership or Merger Sub is necessary to authorize, adopt or approvelimited liability company actions, as applicable, on the part of Parent, Parent OP and Merger Sub are necessary to authorize this Agreement or to consummate Agreement, the Merger and or the other transactions contemplated by this Agreement (except for the filing Transactions, subject to receipt of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Parent Stockholder Approval. Each of Parent, Parent OP and Merger Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its the legal, valid and binding obligationobligations of Parent, Parent OP and Merger Sub, respectively, enforceable against it each of Parent, Parent OP and Merger Sub in accordance with its terms exceptterms, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally subject to the Bankruptcy and by general principles of equityEquity Exception. (b) No “fair price”The Parent Board, “moratorium”at a meeting duly called and held, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to duly adopted resolutions approving this Agreement, the Merger or any of and the other transactions Transactions, and (ii) recommending that Parent’s stockholders approve the issuance of Parent Common Stock in the Company Merger as contemplated by this Agreement. (c) Parent, as the sole general partner of Parent OP, has adopted this Agreement and approved the Partnership Merger and the other Transactions (“Parent OP GP Approval”). (d) Parent, as the sole member of the Merger Sub, has approved this Agreement, the Company Merger and the other Transactions.

Authority; Execution and Delivery; Enforceability. (a) 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutionsBoard, by unanimous vote of the directors present at a meeting resolutions duly called at which a quorum of directors of Parent was present, adopted (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving approved the execution, delivery and performance of this Agreement and the Cayman Plan consummation of the transactions contemplated hereby, including the Merger, the issuance of Parent Common Stock to the stockholders of the Company pursuant to the Merger and the issuance of the CVRs to the stockholders of the Company pursuant to the Merger, and (ii) determining determined that the terms of entering into this Agreement and consummating the Cayman Plan transactions contemplated hereby, including the Merger, the issuance of Parent Common Stock to the stockholders of the Company pursuant to the Merger and the issuance of the CVRs to the stockholders of the Company pursuant to the Merger, are in the best interests of Merger Sub Parent and Parentits stockholders, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been withdrawn, amended or withdrawnmodified. Parent, as sole shareholder The board of directors of Merger SubSub has by resolutions duly adopted declared this Agreement advisable, has adopted resolved to recommend that Parent adopt this Agreement and directed that Merger Sub submit the Cayman Plan adoption of Mergerthis Agreement for consideration by Parent, and such resolutions have not been withdrawn, amended or modified. No other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, authorize or adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan appropriate merger documents as required by the DGCL). The execution, delivery and performance by Merger Sub of this Agreement and the consummation by Merger Sub of the transactions contemplated by this Agreement are within the corporate powers of Merger Sub and other documents required to effect have been duly authorized by all necessary corporate action on the part of Merger pursuant to the Cayman Companies Law)Sub. Each of Parent and Merger Sub has have each duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of The adoption, execution and delivery by 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement Ancillary Agreements to which they are a party and the Cayman Plan of Merger are in the best interests of consummation by Parent and Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or and Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Sub. Each of Parent and Merger Sub has duly executed and delivered this Agreement and the Ancillary Agreements to which they are a party, and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) No “The Parent Board, acting pursuant to written resolutions, (i) determined that this Agreement and the Transactions are fair price”to, “moratorium”and in the best interests of, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this AgreementParent and Parent’s stockholders and (ii) adopted, the Merger or any of the other transactions contemplated by approved and declared advisable this Agreement. (c) No vote of holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the consummation by Parent and Merger Sub of the Merger and the other Transactions. (d) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) adopted this Agreement and approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, approve this Agreement and the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub approving this Agreement and the Transactions, such approval to be effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyhereby, including the Merger. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, resolutions (i) approving the execution, delivery and performance of this Agreement and (iia) determining that entering into this Agreement it is in the best interests of Parent and its stockholders. As of the date of shareholders, and declaring it advisable, for Parent to enter into this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (ib) adopting this Agreement and approving the Parent’s execution, delivery and performance of this Agreement and the Cayman Plan consummation of Mergerthe transactions contemplated by this Agreement, including the Merger and (iic) resolving to recommend that Parent’s shareholders approve the Parent Articles of Incorporation Amendment and the issuance of shares of Parent Common Stock as part of the Merger Consideration to the extent required pursuant to Section 312.03 of the NYSE Listed Company Manual (the “Parent Board Recommendation”) and directing that the Parent Articles of Incorporation Amendment be submitted to Parent’s shareholders at a duly held meeting of such shareholders for such purpose (the “Parent Shareholders Meeting”). Such resolutions have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (i) determining that the terms of this Agreement and the Cayman Plan of Merger are it is in the best interests of Merger Sub and Parent, as its sole shareholder, and declaring it advisable, for Merger Sub to enter into this Agreement, (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger, and (iii) declaring this Agreement advisable and (iv) recommending resolving to recommend that Parent, in its capacity as the sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that Agreement. Parent has approved this Agreement be submitted to Parent, by written consent in its capacity as the sole shareholder of Merger Sub, for adoption. As Such resolutions and written consent have not been amended or withdrawn as of the date of this Agreement. Except for (x) the approval of the Parent Articles of Incorporation Amendment by the affirmative vote of the holders of a majority of all of the outstanding shares of Parent Common Stock entitled to vote at the Parent Shareholders Meeting (the “Parent Charter Approval”) and (y) the affirmative vote of the holders of a majority of the shares of Parent Common Stock represented at the Parent Shareholders Meeting and entitled to vote thereon to the extent required pursuant to Section 312.03 of the NYSE Listed Company Manual (the “Parent Shareholder Approval”), such resolutions have not been amended no other vote or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Merger. Each of Parent and Merger Sub has have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally all respects to the Bankruptcy and by general principles of equityEquity Exceptions. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger each of Parent and the other transactions contemplated by this Agreement. Merger Sub has all necessary requisite corporate power and authority to execute and deliver the Cayman Plan of Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated therebyTransactions. The Parent Board has duly adopted resolutions, by unanimous vote of resolutions (a) determining that the directors present at a meeting duly called at which a quorum of directors of Parent was present, Per Share Merger Consideration constitutes fair value for each Common Share; (ib) approving the execution, delivery and performance of this Agreement and the Statutory Merger Agreement by Parent; and (iic) determining that entering into this Agreement and the Statutory Merger Agreement is in the best interests of Parent and its stockholdersshareholders. As of the date of this AgreementAgreement Date, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (ia) determining that the Per Share Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (b) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, Statutory Merger Agreement by Merger Sub; (iic) determining that the terms of this Agreement and the Cayman Plan of Statutory Merger Agreement are in the best interests of Merger Sub and of Parent, as its sole shareholder, ; (iiid) declaring this Agreement advisable and the Statutory Merger Agreement advisable; and (ive) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Statutory Merger Agreement and directing that this Agreement and the Statutory Merger Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted committed to adopt and approve this Agreement, the Statutory Merger Agreement immediately after the Parties’ execution and the Cayman Plan delivery hereof. Except for corporate approvals already obtained and Parent’s foregoing approval as sole shareholder of Merger. No Merger Sub, no other corporate action proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of Parent or Parent, Merger Sub is or their respective Affiliates are necessary to authorize, adopt or approve, as applicable, this Agreement or the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (except for executing and delivering the Statutory Merger Agreement, the filing of the Cayman Plan of Merger and other documents required to effect Application with the Merger Registrar pursuant to the Cayman Bermuda Companies LawAct and the filing of the Schedule 13E-3 with the SEC). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 contemplated by this Agreement and the Statutory Merger Agreement. Merger Sub has all necessary corporate power and authority , subject, in the case of the Merger, to execute and deliver the Cayman Plan receipt of Merger and to consummate the transactions contemplated therebyaffirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Parent Board of Directors of the Company (the “Company Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iiiv) determining subject to Section 5.04, convening a meeting of the shareholders and recommending that entering into the Company’s shareholders vote in favor of the adoption and approval of this Agreement is in and the best interests Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of Parent and its stockholderssuch shareholders for such purpose (the “Company Shareholders Meeting”). As of Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving Except for the executionCompany Shareholder Approval, delivery and performance no other corporate proceedings on the part of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger Company or its Affiliates are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, necessary to authorize or adopt this Agreement and the Cayman Plan of Statutory Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Cayman Plan of Merger and other documents required to effect Application with the Merger Registrar pursuant to the Cayman Bermuda Companies LawAct). Each of Parent and Merger Sub The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the CompanyParent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The Parent Board has adopted resolutions, execution and delivery by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests each of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan consummation by each of Mergerthem of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Sub, (ii) determining that subject in the terms case of this Agreement the Share Issuance and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted Charter Amendment to Parent, as sole shareholder of Merger Sub, for adoption. As receipt of the date of this Agreement, such resolutions have not been amended or withdrawnParent Shareholder Approval (as defined in Section 4.04(c)). Parent, as sole shareholder of Merger Sub, has adopted approved this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Agreement. Each of Parent and Merger Sub has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its a legal, valid and binding obligation, enforceable against it each of them in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityterms. (b) No The Board of Directors of Parent (the “fair priceParent Board”), “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to at a meeting duly called and held duly and unanimously adopted resolutions (i) approving this Agreement, the Merger or any Merger, the Share Issuance and the other Transactions (other than the Charter Amendment )and (ii) recommending that Parent’s shareholders approve the Share Issuance. The Parent Board will adopt resolutions approving the Charter Amendment and recommending that Parent’s shareholders approve the Charter Amendment promptly after a new name for Parent has been determined pursuant to Section 1.08. (c) The affirmative vote of the holders of a majority of the shares of Parent Common Stock represented at the Parent Shareholder Meeting and entitled to vote thereon approving the Share Issuance and the Charter Amendment, provided that a majority of the shares of the outstanding Parent Common Stock is present and votes on such proposals at the Parent Shareholder Meeting (the “Parent Shareholder Approval”), is the only vote of the holders of any class or series of shares or other transactions contemplated by securities of Parent necessary to approve the Merger, this Agreement, the Share Issuance, the Charter Amendment and the other Transactions.

Authority; Execution and Delivery; Enforceability. (a) 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver , subject, in the Cayman Plan case of the Merger, for the approval of this Agreement by Parent as the sole stockholder of Merger and to consummate the transactions contemplated therebySub. The Board of Directors of Parent Board (the “Parent Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholdersshareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of MergerAgreement, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholderstockholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder stockholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder stockholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder stockholder of Merger Sub, has adopted will, immediately following the execution and delivery of this Agreement and by each of the Cayman Plan parties hereto, adopt this Agreement. Except for the adoption of Merger. No this Agreement by Parent as the sole stockholder of Merger Sub, no other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other appropriate merger documents as required to effect by the Merger pursuant to the Cayman Companies LawDGCL). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub CTWS 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 contemplated by this Agreement. Merger Sub has all necessary corporate power and authority , subject, in the case of the Merger, to execute and deliver the Cayman Plan receipt of Merger and to consummate the transactions contemplated therebyCTWS Shareholder Approval. The Parent CTWS Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent CTWS was present, (i) approving the executionand adopting this Agreement, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent CTWS and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholdershareholders, (iii) declaring this Agreement advisable advisable, and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt CTWS’s shareholders approve this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to ParentCTWS’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “CTWS Shareholders Meeting”) (clauses (i), (ii), (iii) and (iv) being referred to as sole shareholder of Merger Sub, for adoptionthe “CTWS Recommendation”). As Such resolutions have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder Except for the adoption of Merger Sub, has adopted this Agreement and by the Cayman Plan affirmative vote of Merger. No at least two-thirds of the voting power of outstanding CTWS Common Shares entitled to vote at the CTWS Shareholders Meeting (the “CTWS Shareholder Approval”), no other corporate action proceedings on the part of Parent or Merger Sub is CTWS are necessary to authorize, adopt or approve, as applicable, approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other appropriate merger documents as required to effect by the Merger pursuant to the Cayman Companies LawCBCA). Each of Parent and Merger Sub CTWS has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanySJW, this Agreement constitutes its the legal, valid and binding obligationobligation of CTWS, enforceable against it CTWS in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The CTWS Board (including a majority of the nonemployee directors, of which there were at least two) have approved such resolutions as are necessary to authorize any business combinations with interested shareholders (as provided in Section 33-844 of the CBCA) intended by this Agreement, the Merger and the other transactions contemplated by this Agreement. No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover 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 in respect of CTWS. (c) The representations and warranties set forth in this Section 4.04 shall be made (i) with respect to the Original Merger Agreement, as of the Original Execution Date, (ii) with respect to the A&R Merger Agreement, as of the A&R Execution Date and (iii) with respect to this Amended and Restated Agreement, as of the Execution Date.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Purchaser, New Pubco, Purchaser Merger Sub has and Blocker Merger Sub possesses all requisite corporate legal right, power and authority to execute execute, deliver and deliver perform this AgreementAgreement and the other Transaction Agreements to which it is or will be a party, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance by each of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this AgreementPurchaser, such resolutions have not been amended or withdrawn. The New Pubco, Purchaser Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance Blocker Merger Sub of this Agreement and the Cayman Plan other Transaction Agreements to which it is or will be a party and the consummation by it of Mergerthe Transactions have been duly and validly authorized by all requisite corporate or limited liability company, (ii) determining that the terms of as applicable, action on its part and no other corporate or limited liability company, as applicable, proceeding on its part is necessary to authorize this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement other Transaction Agreements to which it is or will be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement a party or to consummate the Transactions. (b) The manager of Purchaser Merger Sub has authorized this Agreement and approved the Purchaser Merger, and no other vote or consent of the members or the holders of any class of securities of Purchaser Merger Sub is required to adopt this Agreement, approve the Purchaser Merger or effect the Transactions. No equityholder of Purchaser nor any member or equityholder of Purchaser Merger Sub will be entitled to appraisal, dissenters or similar rights in connection with the Purchaser Merger. The manager of Blocker Merger Sub has authorized this Agreement and approved the Blocker Merger, and no other vote or consent of the members or the holders of any class of securities of Blocker Merger Sub is required to adopt this Agreement, approve the Blocker Merger or effect the Transactions. No member or equityholder of Blocker Merger Sub will be entitled to appraisal, dissenters or similar rights in connection with the Blocker Merger. (c) This Agreement has been, and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required Transaction Agreements to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has which it is or will be a party will upon delivery be, duly executed and delivered this Agreement by Purchaser, New Pubco, Purchaser Merger Sub and Blocker Merger Sub and, assuming the due authorization, execution and delivery by each of the Companyother parties hereto and thereto, this Agreement constitutes its constitutes, or will upon such delivery constitute, the legal, valid and binding obligationobligation of Purchaser, New Pubco, Purchaser Merger Sub and Blocker Merger Sub, enforceable against it in accordance with its terms exceptterms, except as such enforcement may be limited by the Enforceability Exceptions. (d) Prior to the date hereof, (i) each of Purchaser, as the sole stockholder of New Pubco, and the board of directors of New Pubco adopted and approved the A&R Certificate of Incorporation of New Pubco and (ii) the board of directors of New Pubco adopted and approved the A&R Bylaws of New Pubco, in each case, in accordance with applicable Law and the respective Organizational Documents (as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally then in effect) of each of Purchaser and by general principles of equityNew Pubco. (be) Prior to the date hereof, the Purchaser Board, at a meeting duly called and held, by a unanimous vote of all of its directors, (i) determined that this Agreement and the Transactions, including the Domestication, the actions contemplated by Section 2.03 and the Mergers, are advisable and in the best interests of Purchaser, (ii) approved and adopted this Agreement and the Transactions, including the Domestication, the actions contemplated by Section 2.03 and the Mergers, (iii) directed that the Proposals be submitted to a vote of the shareholders of Purchaser at the Special Meeting and (iv) made the Purchaser Board Recommendation. At the Special Meeting the shareholder vote required to pass each of the Proposals is a Special Resolution in respect of the Cayman Proposals (and such Special Resolution is the only vote of the holders of any class of securities of Purchaser that is required to approve the Cayman Proposals) and the Extension Proposal (and such Special Resolution is the only vote of the holders of any class of securities of Purchaser that is required to approve the Extension Proposal), an Ordinary Resolution in respect of the Amendment Proposal (and such Ordinary Resolution is the only vote of the holders of any class of securities of Purchaser that is required to approve the Amendment Proposal), the Issuance Proposal (and such Ordinary Resolution is the only vote of the holders of any class of securities of Purchaser that is required to approve the Issuance Proposal) and the Omnibus Incentive Plan Proposal (and such Ordinary Resolution is the only vote of the holders of any class of securities of Purchaser that is required to approve the Omnibus Incentive Plan Proposal) and, if required, class consents as contemplated by Article 27 of the Memorandum and Articles of Association. Each holder of Purchaser Shares entitled to vote at the Special Meeting is entitled to one vote per share. No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar anti-takeover statute or regulation applies with respect applicable to this Agreement, the Merger or Purchaser is applicable to any of the other transactions contemplated by this AgreementTransactions.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent, Parent and OP, OP Merger Sub and IRT LP LLC has all requisite corporate corporate, limited partnership or limited liability company power and authority authority, as applicable, to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and receipt of the Parent Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance by each of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent, Parent and its stockholders. As of the date of this AgreementOP, such resolutions have not been amended or withdrawn. The OP Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance IRT LP LLC of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation by it of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent, partnership action on the part of Parent or OP, and limited liability company action on the part of OP Merger Sub is necessary to authorizeand IRT LP LLC, adopt and no other corporate, limited partnership or approvelimited liability company actions, as applicable, on the part of Parent, Parent OP, OP Merger Sub and IRT LP LLC are necessary to authorize this Agreement or to consummate Agreement, the Merger and or the other transactions contemplated by this Agreement (except for the filing Transactions, subject to receipt of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Parent Stockholder Approval. Each of Parent, Parent and OP, OP Merger Sub and IRT LP LLC has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its the legal, valid and binding obligationobligations of Parent, Parent OP, OP Merger Sub and IRT LP LLC, respectively, enforceable against it each of Parent, Parent OP, OP Merger Sub and IRT LP LLC in accordance with its terms exceptterms, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally subject to the Bankruptcy and by general principles of equityEquity Exception. (b) No “fair price”The Parent Board, “moratorium”at a meeting duly called and held, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to duly adopted resolutions approving this Agreement, the Merger or any of and the other transactions Transactions, and (ii) recommending that Parent’s stockholders approve the issuance of Parent Common Stock in the Company Merger as contemplated by this Agreement. (c) Parent, as the sole general partner of Parent OP, has adopted this Agreement and approved the Merger and the other Transactions (“Parent OP GP Approval”). (d) Parent OP, as the sole member of the OP Merger Sub, has approved this Agreement, the Partnership Merger and the other Transactions. (e) Parent, as the sole member of the IRT LP LLC, has approved this Agreement, the Company Merger and the other Transactions.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The board of directors of Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (ia) approving the execution, delivery and performance of this Agreement and (iib) determining that entering into this Agreement is in the best interests of Parent and its stockholdersshareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The board of directors of Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, Agreement; (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, ; (iii) declaring this Agreement advisable advisable; and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (except for the filing of the Cayman Plan Summary Articles of Merger and other documents required to effect in accordance with the Merger pursuant to relevant provisions of the Cayman Companies LawMGBCL). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent GPE, Holdco and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyhereby, including the Mergers. The Parent GPE Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent GPE was present, (i) approving the execution, delivery and performance of this Agreement and (iia) determining that entering into this Agreement it is in the best interests of Parent GPE and its stockholders. As of the date of shareholders, and declaring it advisable, for GPE to enter into this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (ib) adopting this Agreement and approving the GPE’s execution, delivery and performance of this Agreement and the Cayman Plan consummation of Mergerthe transactions contemplated by this Agreement, including the Mergers, and (c) resolving to recommend that GPE’s shareholders approve this Agreement (the “GPE Board Recommendation”) and directing that this Agreement be submitted to GPE’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “GPE Shareholders Meeting”). Such resolutions have not been amended or withdrawn as of the date of this Agreement. The Holdco Board has adopted resolutions (i) determining that it is in the best interests of Holdco and its shareholder, and declaring it advisable, for Holdco to enter into this Agreement, (ii) determining that the terms adopting this Agreement and approving Holdco’s execution, delivery and performance of this Agreement and the Cayman Plan consummation of the transactions contemplated by this Agreement, including the Mergers, and (iii) resolving to recommend that GPE, in its capacity as the sole shareholder of Holdco, adopt this Agreement. GPE has approved this Agreement by written consent in its capacity as the sole shareholder of Holdco. Such resolutions and written consent have not been amended or otherwise withdrawn as of the date of this Agreement. The board of directors of Merger are Sub has adopted resolutions (a) determining that it is in the best interests of Merger Sub and Parent, as its sole shareholder, and declaring it advisable, for Merger Sub to enter into this Agreement, (iiib) declaring adopting this Agreement advisable and approving Merger Sub’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Mergers, and (ivc) recommending resolving to recommend that ParentHoldco, in its capacity as the sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that Agreement. Holdco has approved this Agreement be submitted to Parent, by written consent in its capacity as the sole shareholder of Merger Sub, for adoption. As Such resolutions and written consent have not been amended or otherwise withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder Except for (i) the approval of this Agreement by the affirmative vote of the holders of at least two-thirds of the outstanding shares of GPE Common Stock entitled to vote at the GPE Shareholders Meeting (the “GPE Shareholder Approval”) and (ii) the filing of the GPE Articles of Merger Subas required by the GBCLM, has adopted this Agreement and the Cayman Plan of Merger. No no other vote or corporate action proceedings on the part of Parent GPE or Merger Sub its shareholders is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for hereby, including the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Mergers. Each of Parent and Merger Sub GPE has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanyWestar, Holdco and Merger Sub, this Agreement constitutes its the legal, valid and binding obligationobligation of GPE, enforceable against it in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally all respects to the Bankruptcy and by general principles of equityEquity Exceptions. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the Merger Merger, the Offer, the Parent Stock Issuance and the other transactions contemplated by this Agreement. Prior to the execution of this Agreement, Parent, as sole stockholder of Merger Sub, duly executed and delivered a stockholder consent, such consent to be effective immediately following the execution of this Agreement, adopting this Agreement pursuant to Section 228 of the DGCL (the “Parent Consent”). Parent has delivered to the Company a copy of the Parent Consent, which is currently in effect and has not been rescinded. Each of the Parent Board and the board of directors of Merger Sub has all necessary corporate power (i) approved and authority to execute declared advisable this Agreement and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The hereby, including the Offer, the Merger and the Parent Board has adopted resolutionsStock Issuance and, by unanimous vote in the case of the directors present at a meeting duly called at which a quorum board of directors of Parent was presentMerger Sub, (i) approving the execution, delivery and performance recommended adoption of this Agreement by Parent as sole stockholder of Merger Sub and (ii) determining determined that entering into this Agreement is and the transactions contemplated hereby, including the Offer, the Merger and the Parent Stock Issuance, are fair to and in the best interests of the respective stockholders of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawnMerger Sub. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, execution and delivery and performance of this Agreement by Xxxxxx and Merger Sub and, subject to the effectiveness of the Parent Consent, the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Offer, the Merger and the Cayman Plan Parent Stock Issuance) have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings (including the Merger, (ii) determining that the terms of this Agreement Offer and the Cayman Plan Parent Stock Issuance) have been duly authorized by all necessary corporate action on the part of Parent and Merger are Sub, and no other corporate proceedings (including any stockholder approval, subject in the best interests case of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and to the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As effectiveness of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action Parent Consent)) on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger Merger, the Offer, the Parent Stock Issuance and the other transactions contemplated by this Agreement (except for Agreement. The shares of Parent Common Stock to be issued in the filing Parent Stock Issuance have been duly authorized as the Stock Consideration, and when issued pursuant hereto, will be validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Cayman Plan of Merger and other documents required DGCL, the Parent Governing Documents or any Contract to effect the Merger pursuant to the Cayman Companies Law)which Parent is a party or bound. Each of Parent and Merger Xxxxxx Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it each of Parent and Merger Sub in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Xxxxxx Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholdersshareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, Agreement; (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, ; (iii) declaring this Agreement advisable advisable; and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted and approved this Agreement and the Cayman Plan of MergerAgreement. No other corporate action proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan Certificate of Merger and other documents required to effect in accordance with the Merger pursuant to relevant provisions of the Cayman Companies LawCBCA). Each of Parent and Merger Xxxxxx Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Potlatch and Merger Sub has have all requisite corporate or limited liability company (as applicable) power and authority to execute and deliver this Agreement, to perform its their obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority , subject, in the case of the Share Issuance, to execute and deliver the Cayman Plan receipt of Merger and to consummate the transactions contemplated therebyPotlatch Stockholder Approval. The Parent Board of Directors of Potlatch (the “Potlatch Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent Potlatch was present, (i) approving the executionand adopting this Agreement, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent Potlatch and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable advisable, and (iv) recommending that Parent, as sole shareholder Potlatch’s stockholders vote in favor of approval of the issuance of shares of Potlatch Common Stock constituting the Merger Sub, adopt this Agreement and Consideration (the Cayman Plan of Merger “Share Issuance”) and directing that this Agreement the Share Issuance be submitted to ParentPotlatch’s stockholders for approval at a duly held meeting of such stockholders for such purpose (the “Potlatch Stockholders Meeting”) (clauses ‎(i), ‎(ii), ‎(iii) and ‎(iv) being referred to as sole shareholder of Merger Sub, for adoptionthe “Potlatch Recommendation”). As Such resolutions have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. ParentPotlatch, as the sole shareholder member of Merger Sub, has approved and adopted this Agreement and the Cayman Plan of Merger. No Except for the approval of the Share Issuance by the affirmative vote of the holders of a majority of the votes cast by holders of Potlatch Common Stock at the Potlatch Stockholders Meeting, as required by Nasdaq Rule 5635(d) (the “Potlatch Stockholder Approval”), no other corporate action or limited liability company proceedings on the part of Parent Potlatch or Merger Sub is are necessary to authorize, adopt or approve, as applicable, approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger appropriate merger documents as required by the DGCL and other documents required to effect the Merger pursuant to the Cayman Companies LawLLC Act). Each of Parent Potlatch and Merger Sub has have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanyDeltic, this Agreement constitutes its the legal, valid and binding obligationobligation of Potlatch and Merger Sub, enforceable against it in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The Potlatch Board has adopted such resolutions as are necessary to render inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement the restrictions on “business combinations” (as defined in Section 203 of the 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 this Agreement, the Merger or any of the other transactions contemplated by this AgreementAgreement in respect of Potlatch.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyMerger. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum board of directors of Parent was present, has adopted resolutions (i) approving the execution, delivery and performance of this Agreement and (iia) determining that entering into this Agreement it is in the best interests of Parent and its stockholders. As of the date of , and declaring it advisable, for Parent to enter into this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions Agreement and (ib) adopting this Agreement and approving the Parent's execution, delivery and performance of this Agreement and the Cayman Plan consummation of Merger, the transactions contemplated by this Agreement. Such resolutions have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (iii) determining that the terms of this Agreement and the Cayman Plan of Merger are it is in the best interests of Merger Sub and Parentits stockholder, as its sole shareholderand declaring it advisable, for Merger Sub to enter into this Agreement, (ii) adopting this Agreement and approving Merger Sub's execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and (iii) declaring this Agreement advisable and (iv) recommending resolving to recommend that Parent, in its capacity as the sole shareholder stockholder of Merger Sub, adopt approve this Agreement. The board of directors of Parent has concurrently with the execution of this Agreement and the Cayman Plan of Merger and directing that adopted resolutions authorizing Parent to approve this Agreement be submitted to Parent, in its capacity as the sole shareholder stockholder of Merger Sub, for adoption. As Such resolutions and written consent have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Merger. Each of Parent and Merger Sub has have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally all respects to the Bankruptcy and by general principles of equityEquity Exceptions. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) 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 Transactions, including the Merger, subject, in the case of the Share Issuance and Parent Charter Amendment, to the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver receipt of the Cayman Plan of Merger and to consummate the transactions contemplated thereby. Parent Stockholder Approval. (b) The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) determining that the Merger is in the best interests of Parent and the Parent Stockholders, (ii) approving the execution, delivery and performance of this Agreement and the Transactions, including the Merger, the Share Issuance and the Parent Charter Amendment, and (iiiii) recommending that the Parent Stockholders vote in favor of approval of the Share Issuance and the Parent Charter Amendment, and directing that the Share Issuance and Parent Charter Amendment be submitted to the Parent Stockholders for approval at a duly held meeting of such stockholders for such purpose (the "Parent Stockholders Meeting"). Such resolutions have not been amended or withdrawn as of the date of this Agreement. (c) The Board of Directors of Merger Sub has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Merger Sub was present, approving and adopting this Agreement and determining that entering into this Agreement is in the best interests of Parent Merger Sub and its stockholders. As of the date of this Agreementshareholder, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted approved this Agreement and the Cayman Plan Transactions. Such resolutions have not been amended or withdrawn as of Merger. No the date of this Agreement. (d) Except for (i) the approval of the Share Issuance by the affirmative vote of the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at the Parent Stockholders Meeting, as required by section 312.03 of the NYSE Listed Company Manual and (ii) the approval of the Parent Charter Amendment by the affirmative vote of holders of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon (the approvals described in clauses (i) and (ii) collectively are referred to herein as the "Parent Stockholder Approval"), no other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (except for the filing of the Cayman Plan of Merger and other appropriate merger documents as required to effect by the Merger pursuant to the Cayman Companies LawVSCA). . (e) Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its a legal, valid and binding obligation, enforceable against it Parent and Merger Sub in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ ' rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power , subject to the receipt of the Parent Requisite Stockholder Approvals and authority to execute and deliver the Cayman Plan approval of this Agreement by Parent as the sole stockholder of Merger and to consummate the transactions contemplated therebySub. The Board of Directors of Parent Board (the “Parent Board”) has adopted resolutions, resolutions by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Parent was present, (i) approving the execution, delivery and performance of this Agreement and the Transactions, (ii) determining that entering into this Agreement is advisable and in the best interests of Parent and its stockholdersstockholders and (iii) recommending that Parent’s stockholders approve the Share Issuance and approve and adopt this Agreement and the Transactions (the “Parent Recommendation”) and directing that the Share Issuance be submitted to Parent’s stockholders for approval at a duly held meeting of such stockholders for such purpose (the “Parent Stockholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub Board has unanimously adopted resolutions (iA) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Transactions, including the Merger, (iiB) determining that the terms of entering into this Agreement is advisable and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable stockholder and (ivC) recommending that Parent, as sole shareholder stockholder of Merger Sub, adopt approve this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder stockholder of Merger Sub, for adoptionapproval. As of the date of this Agreement, such resolutions have not been amended or withdrawn. ParentExcept (x) (i) for the approval of the Share Issuance by the affirmative vote of the holders of a majority of the total votes of shares of Parent Common Stock cast on such matter in person or by proxy at the Parent Stockholders Meeting (or any adjournment thereof), as required by Rule 5635(a) of the NASDAQ Listing Rules (the “Parent Stockholder Approval”) and (ii) for the adoption of this Agreement and the approval of the Transactions contemplated hereby by the affirmative vote of the holders of a majority of the total votes of shares of Parent Common Stock not owned, directly or indirectly, by the Excluded Parent Parties cast on such matter in person or by proxy at the Parent Stockholders Meeting (or any adjournment thereof) (the “Parent Additional Stockholder Approval” and, together with the Parent Stockholder Approval, the “Parent Requisite Stockholder Approvals”), and (y) for the approval of this Agreement by Parent as the sole shareholder stockholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (except for the filing of the Cayman Plan of Merger and other appropriate merger documents as required to effect by the Merger pursuant to the Cayman Companies LawDGCL). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “Neither Section 203 of the DGCL nor any other anti-takeover, moratorium, fair price”, “moratorium”control share, “control share acquisition” or other similar antitakeover statute interested shareholder or similar statute Law (an “Anti-Takeover Statute”) is, or regulation applies at the Effective Time will be, applicable to Parent or Merger Sub with respect to this Agreement, Agreement or the Merger or any of the other transactions contemplated by this AgreementTransactions.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Ticketmaster 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 contemplated by this Agreement. Merger Sub has all necessary corporate power and authority , subject, in the case of the Merger, to execute and deliver the Cayman Plan receipt of Merger and to consummate the transactions contemplated therebyTicketmaster Stockholder Approval. The Parent Ticketmaster Board has adopted resolutions, by unanimous vote of the all directors present at a meeting duly called at which a quorum of directors of Parent Ticketmaster was present, (i) approving the execution, delivery and performance of this Agreement and Agreement, (ii) determining that entering into this Agreement is in the best interests of Parent Ticketmaster and its stockholders, (iii) declaring this Agreement and the transactions contemplated by this Agreement advisable, and (iv) recommending that Ticketmaster's stockholders adopt this Agreement and directing that this Agreement be submitted to Ticketmaster's stockholders for adoption at a duly held meeting of such stockholders for such purpose (the "Ticketmaster Stockholders Meeting"). As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving Except for the execution, delivery and performance adoption of this Agreement and by the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As affirmative vote of the date holders of this Agreementa majority of the voting power of the outstanding shares of Ticketmaster Common Stock and Ticketmaster Series A Preferred Stock, such resolutions have not been amended or withdrawn. Parentvoting together as a single class, as sole shareholder of Merger Subentitled to vote at the Ticketmaster Stockholders Meeting (the "Ticketmaster Stockholder Approval"), has adopted this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent or Merger Sub is Ticketmaster are necessary to authorize, authorize or adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other appropriate merger documents as required to effect by the Merger pursuant to the Cayman Companies LawDGCL). Each of Parent and Merger Sub Ticketmaster has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanyLive Nation and accession by Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityterms. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of The adoption, execution and delivery by 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement consummation by Parent and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or and Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Sub. Each of Parent and Merger Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) No “The Parent Board has (i) determined that this Agreement and the Transactions are fair price”to, “moratorium”and in the best interests of, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this AgreementParent and Parent’s stockholders and (ii) adopted, the Merger or any of the other transactions contemplated by approved and declared advisable this Agreement. (c) No vote of holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the consummation by Parent and Merger Sub of the Merger and the other Transactions. (d) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) adopted this Agreement and approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, approve this Agreement and the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub approving this Agreement and the Transactions, such approval to be effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, and, in the case of Parent, the CVR Agreement, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement and the CVR Agreement. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement has been, and, in the case of Parent, the CVR Agreement will be, at or prior to the Effective Time, and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement. Merger Sub has , and, in the case of Parent, the CVR Agreement, have been duly authorized by all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of each of Parent and Merger Sub covenants and agreements under this Agreement and, to consummate the Merger. Except for the filing of the Certificate of Merger and any other documents as required by the DGCL, no other corporate proceedings on the part of each of Parent or Merger Sub is Sub, respectively, are necessary to authorize, adopt or approve, as applicable, authorize this Agreement and, in the case of Parent, the CVR Agreement, or to consummate the Merger and the other transactions contemplated by this Agreement or the CVR Agreement, as applicable (except for other than the filing and recordation of appropriate merger documents as required by the DGCL). Such resolutions have not been amended or withdrawn as of the Cayman Plan date of Merger and other documents required to effect this Agreement. This Agreement has been, and, in the Merger pursuant case of Parent, the CVR Agreement will be, at or prior to the Cayman Companies Law). Each Closing Date, duly executed and delivered by each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this each such Agreement constitutes its constitutes, or will constitute at the time of such authorization, execution and delivery, a legal, valid and binding obligationobligation of each of Parent and Merger Sub, as applicable, enforceable against it Parent and Merger Sub, as applicable, in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally all respects to the Bankruptcy and by general principles of equityEquity Exceptions. (b) No “fair price”The board of directors of Merger Sub has adopted resolutions (a) determining that it is in the best interests of Merger Sub and Parent, “moratorium”as Merger Sub’s sole stockholder, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect and declared it advisable, for Merger Sub to enter into this Agreement, (b) approving the execution, delivery and performance by Merger Sub of this Agreement and the consummation of the Merger or any of and the other transactions contemplated by this Agreement and (c) resolving to recommend adoption of this Agreement by Parent, as Merger Sub’s sole stockholder. Such resolutions have not been amended or withdrawn as of the date of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver The Board of Directors of Parent (the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The "Parent Board Board") has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of MergerAgreement, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholderstockholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder stockholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder stockholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder stockholder of Merger Sub, has adopted this Agreement and the Cayman Plan of MergerAgreement. No other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan Certificate of Merger and other documents as required to effect by the Merger pursuant to the Cayman Companies LawDGCL). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ ' rights generally and by general principles of equity. (b) No “"fair price”", “"moratorium”", “"control share acquisition” " or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder covenants and agreements under this Agreement and, subject to the adoption of this Agreement by the sole stockholder of Merger Sub, to consummate the Merger. The board of directors of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As Such resolutions have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. The board of directors of Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (iia) determining that the terms of this Agreement and the Cayman Plan of Merger are it is in the best interests of Merger Sub and Parent, as its sole shareholderstockholder for Merger Sub to enter into this Agreement, (iiib) approving and declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan execution, delivery and performance by Merger Sub of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (c) directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub’s sole stockholder, for adoptionits adoption and (d) resolving to recommend adoption of this Agreement by Parent, as Merger Sub’s sole stockholder. As Such resolutions have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as Except for the adoption of this Agreement by the sole shareholder stockholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Merger. Each of Parent and Merger Sub has have duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it Parent and Merger Sub in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally all respects to the Bankruptcy and by general principles of equityEquity Exceptions. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyMerger. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum board of directors of Parent was present, has adopted resolutions (i) approving the execution, delivery and performance of this Agreement and (iia) determining that entering into this Agreement it is in the best interests of Parent and its stockholders. As of the date of shareholders, and declaring it advisable, for Parent to enter into this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions Agreement and (ib) adopting this Agreement and approving the Parent’s execution, delivery and performance of this Agreement and the Cayman Plan consummation of Merger, (ii) the transactions contemplated by this Agreement. Such resolutions have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions determining that the terms of this Agreement and the Cayman Plan of Merger are it is in the best interests of Merger Sub and Parent, as its sole shareholder, and declaring it advisable, for Merger Sub to enter into this Agreement, (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and (iii) declaring this Agreement advisable and (iv) recommending resolving to recommend that Parent, in its capacity as the sole shareholder of Merger Sub, adopt approve this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, Agreement. Such resolutions have not been amended or withdrawn as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder Except for the filing of the Certificate of Merger Suband other documents as required by the OGCL, has adopted this Agreement and the Cayman Plan of Merger. No no other corporate entity proceedings or other entity action on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Merger. Each of Parent and Merger Sub has have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally all respects to the Bankruptcy and by general principles of equityEquity Exceptions. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority Transactions applicable to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebysuch party. The Parent Board has adopted resolutions, execution and delivery by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests each of Parent and its stockholders. As of the date Merger Sub of this Agreement, such resolutions have not been amended or withdrawn. The the performance and compliance by Xxxxxx and Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance with each of this Agreement its obligations herein and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement consummation by Parent and the Cayman Plan of Merger are in the best interests of Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate or limited liability company action on the part of Parent and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and subject, in the Cayman Plan case of the Merger, to the filing of the Certificate of Merger and directing that this Agreement be submitted to Parent, as sole shareholder with the Secretary of Merger Sub, for adoption. As State of the date State of this AgreementDelaware, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No no other corporate action or limited liability company proceedings on the part of Parent or Merger Sub is and no stockholder votes are necessary to authorize, adopt or approve, as applicable, authorize this Agreement or the consummation by Xxxxxx and Merger Sub of the Transactions to consummate which it is a party. The sole member of Parent has, upon the Merger terms and subject to the conditions set forth herein, approved and adopted this Agreement and the other transactions contemplated by this Agreement (except for Transactions, including the filing of Merger, and Parent, as the Cayman Plan sole stockholder of Merger Sub, has duly executed and other documents required delivered to effect Merger Sub and the Merger pursuant Company a written consent, to be effective by its terms immediately following execution of this Agreement, approving and adopting this Agreement, and such approval and consent have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Cayman Companies Law)Company. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanyCompany of this Agreement, this Agreement constitutes its Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against it each of Parent and Merger Sub in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting the enforcement of creditors’ rights generally and or by general equitable principles of (whether considered in a proceeding at law or in equity). (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Parent, Merger Sub and Secondary Merger Sub has all the requisite corporate power and authority to execute and deliver this Agreement. The execution and delivery by Parent, Merger Sub and Secondary Merger Sub of this Agreement and the consummation by Parent, Merger Sub and Secondary Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Parent, Merger Sub and Secondary Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), and, prior to perform the Effective Time, will be duly and validly authorized by all necessary action by Parent as the sole stockholder of each of Merger Sub and Secondary Merger Sub, subject to the filing with the Secretary of State of the State of Delaware of the Certificate of Merger or Secondary Merger Certificate of Merger, as applicable, in accordance with Section 251 of the DGCL. Each of Parent, Merger Sub and Secondary Merger Sub has duly executed and delivered this Agreement, and (assuming due authorization, execution and delivery by the Company of this Agreement) will constitute a valid and binding obligation of each of Parent, Merger Sub and Secondary Merger Sub, enforceable against it in accordance with its terms, subject to: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally; and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (b) Neither the execution and delivery of this Agreement by each of Parent, Merger Sub and Secondary Merger Sub, nor the performance by each of Parent, Merger Sub and Secondary Merger Sub of its obligations hereunder hereunder, the consummation by each of Parent, Merger Sub and Secondary Merger Sub of the Merger, the Secondary Merger and other transactions contemplated hereby, including, with respect to consummate Parent, the delivery by Parent of the Parent Depositary Shares pursuant to the Merger, and compliance by each of Parent, Merger Sub and Secondary Merger Sub with any terms or provisions hereof, will not (i) contravene or violate any provision of the Articles or any comparable charter and organizational documents of Merger Sub or Secondary Merger Sub or (ii) assuming the consents and approvals referred to in Section 4.3(a) hereof are duly obtained, (x) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Encumbrance upon any of the assets of Parent, Merger Sub or Secondary Merger Sub under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease or contract to which Parent, Merger Sub or Secondary Merger Sub is a party, or by which Parent, Merger Sub or Secondary Merger Sub or any of its assets may be bound or affected, except, in the case of this clause (ii)(x), violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, or (y) violate any Laws applicable to Parent, Merger Sub or Secondary Merger Sub, or any of their respective properties or assets, or any of the Permits to which Parent, Merger Sub or Secondary Merger Sub or the Company is subject. (c) Each of the boards of directors of Parent, Merger Sub or Secondary Merger Sub has (i) approved and declared advisable, fair and in the best interests of Parent, Merger Sub or Secondary Merger Sub, as the case may be, this Agreement, the Merger, the Secondary Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was presenthereby, (iii) approving authorized and approved the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreementby Parent, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving or Secondary Merger Sub, as the executioncase may be, delivery and performance subject to the adoption of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, by Parent as sole shareholder stockholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Section 4.2.1. Each of Parent and Merger Acquisition Sub 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 other transactions contemplated Transactions to be performed or consummated by each of them in accordance with the terms of this Agreement. Merger Sub has all necessary corporate power The execution and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, delivery by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests each of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Acquisition Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan consummation by each of Merger, (ii) determining that them of the Merger and the other Transactions to be performed or consummated by each of them in accordance with the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement will be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of each of Parent or Merger Sub is necessary to authorizeand Acquisition Sub, adopt or approvesubject, as applicable, this Agreement or to consummate in the Merger and the other transactions contemplated by this Agreement (except for the filing case of the Cayman Plan Merger, to ratification by the Board of Merger Directors of each of Parent and other documents required to effect the Merger pursuant to the Cayman Companies Law)Acquisition Sub and receipt of Parent Stockholder Approval. Each of Parent and Merger Acquisition Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting laws from time to time in effect which affect creditors’ ' rights generally generally, and by general principles legal and equitable limitations on the availability of equityspecific remedies. Section 4.2.2. Each Board of Directors of Parent and Acquisition Sub, at a meeting duly called and held, will adopt resolutions (bi) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to adopting this Agreement, ratifying the execution and delivery thereof and approving the Merger and the other Transactions to be performed or any consummated by each of them in accordance with the terms of this Agreement, (ii) determining that the terms of the Merger and the other transactions contemplated Transactions to be performed or consummated by each of them in accordance with the terms of this Agreement are fair to and in the best interests of each of them and its stockholders, (iii) directing that this Agreement be submitted to a vote of Parent's stockholders and (iv) recommending that Parent's stockholders approve this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate or limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has unanimously adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, resolutions (i) approving the execution, delivery and performance of this Agreement by Parent and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholdersequityholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, by Merger Sub; (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, shareholders; (iii) declaring this Agreement advisable advisable; and (iv) recommending that Parent, as sole the shareholder of Merger Sub, Sub adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole the shareholder of Merger Sub, Sub for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole The shareholder of Merger Sub, Sub has adopted and approved this Agreement and the Cayman Plan of MergerAgreement. No other corporate action proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement (or, in the case of Parent, the Escrow Agreement) or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan Certificate of Merger and other documents as required to effect by the Merger pursuant to the Cayman Companies LawDGCL). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement (and, in the case of Parent, the Escrow Agreement) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of The adoption, execution and delivery by 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement Ancillary Agreements to which they are a party and the Cayman Plan of Merger are in the best interests of consummation by Parent and Merger Sub of the Transactions and Parentthe transactions contemplated by such Ancillary Agreement, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Parent or Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parentas applicable, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or and Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Sub. Each of Parent and Merger Sub has duly executed and delivered this Agreement and the Ancillary Agreements to which it is a party, and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) No “The Parent Board, acting pursuant to unanimous written consent, (i) determined that this Agreement and the Transactions, including the Merger, are advisable, fair price”to, “moratorium”and in the best interests of, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this AgreementParent and Parent’s stockholders and (ii) adopted, the Merger or any of the other transactions contemplated by approved and declared advisable this Agreement. (c) No vote of holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the consummation by Parent and Merger Sub of the Merger and the other Transactions. (d) The Merger Sub Board (i) determined that this Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved this Agreement and the Transactions, including the Merger, and declared that this Agreement and the Transactions, including the Merger, are advisable, fair and in the best interest of Merger Sub and Parent, as the sole stockholder of Merger Sub, (iii) directed that this Agreement be submitted to Parent, as the sole stockholder of Merger Sub, for its adoption and approval and (iv) resolved to recommend that Parent, as the sole stockholder of Merger Sub, votes to adopt this Agreement and approve the Transactions, including the Merger, and Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub approving this Agreement and the Transactions, including the Merger, in accordance with the DGCL, such approval to be effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent, Holdco, Parent Merger Sub and Company 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 Mergers and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery approved and performance of adopted this Agreement and the transactions contemplated hereby, (ii) determining determined that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of stockholders and (iii) declared this Agreement, such resolutions have not been amended or withdrawnAgreement advisable. The board of directors of each of Holdco, Parent Merger Sub Board and Company Merger Sub has unanimously adopted resolutions (ix) approving approved the execution, delivery and performance of this Agreement and the Cayman Plan of MergerAgreement, (iiy) determining determined that the terms of entering into this Agreement and the Cayman Plan of Merger are is in the best interests of Holdco, Parent Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Company Merger Sub, adopt as applicable, and their respective stockholders and (z) declared this Agreement advisable, and the Cayman Plan board of directors of Holdco has approved the issuance of shares of Holdco Common Stock as Stock Consideration upon the consummation of the Company Merger and directing that as Parent Merger Consideration upon the consummation of the Parent Merger, in each case in accordance with this Agreement be submitted to Parent(collectively, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger“Holdco Stock Issuance”). No other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, authorize or adopt or approve, as applicable, this Agreement or to consummate the Merger Mergers and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan Parent Certificate of Merger and other documents required to effect the Company Certificate of Merger pursuant to with the Cayman Companies LawSecretary of State of the State of Delaware). Each of The execution, delivery and performance by Holdco, Parent and Merger Sub has and Company Merger Sub of this Agreement and the consummation by Holdco, Parent Merger Sub and Company Merger Sub of the transactions contemplated by this Agreement are within the corporate powers of Holdco, Parent Merger Sub and Company Merger Sub and have been duly authorized by all necessary corporate action on the part of Holdco, Parent Merger Sub and Company Merger Sub, respectively. Parent, Holdco, Parent Merger Sub and Company Merger Sub have each duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) 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 Transactions, including the Merger, subject, in the case of the Share Issuance and Parent Charter Amendment, to the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver receipt of the Cayman Plan of Merger and to consummate the transactions contemplated thereby. Parent Stockholder Approval. (b) The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) determining that the Merger is in the best interests of Parent and the Parent Stockholders, (ii) approving the execution, delivery and performance of this Agreement and the Transactions, including the Merger, the Share Issuance and the Parent Charter Amendment, and (iiiii) recommending that the Parent Stockholders vote in favor of approval of the Share Issuance and the Parent Charter Amendment, and directing that the Share Issuance and Parent Charter Amendment be submitted to the Parent Stockholders for approval at a duly held meeting of such stockholders for such purpose (the “Parent Stockholders Meeting”). Such resolutions have not been amended or withdrawn as of the date of this Agreement. (c) The Board of Directors of Merger Sub has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Merger Sub was present, approving and adopting this Agreement and determining that entering into this Agreement is in the best interests of Parent Merger Sub and its stockholders. As of the date of this Agreementshareholder, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted approved this Agreement and the Cayman Plan Transactions. Such resolutions have not been amended or withdrawn as of Merger. No the date of this Agreement. (d) Except for (i) the approval of the Share Issuance by the affirmative vote of the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at the Parent Stockholders Meeting, as required by section 312.03 of the NYSE Listed Company Manual and (ii) the approval of the Parent Charter Amendment by the affirmative vote of holders of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon (the approvals described in clauses (i) and (ii) collectively are referred to herein as the “Parent Stockholder Approval”), no other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (except for the filing of the Cayman Plan of Merger and other appropriate merger documents as required to effect by the Merger pursuant to the Cayman Companies LawVSCA). . (e) Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its a legal, valid and binding obligation, enforceable against it Parent and Merger Sub in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Ixxxxxx 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 contemplated by this Agreement. Merger Sub has all necessary corporate power and authority , subject to execute and deliver the Cayman Plan receipt of Merger and to consummate the transactions contemplated therebyIronman Stockholder Approval. The Parent Ironman Board at a meeting duly called and held in compliance with the requirements of the DGCL and the Ironman Certificate of Incorporation and the bylaws of Ironman, has adopted resolutions, by unanimous vote of the all directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and Agreement; (ii) determining that entering into this Agreement is in the best interests of Parent Ironman and its stockholders; (iii) declaring this Agreement and the transactions contemplated by this Agreement advisable; and (iv) recommending that Ixxxxxx’s stockholders vote in favor of the adoption of this Agreement and directing that such adoption be submitted to Ironman’s stockholders at the Ironman Stockholders’ Meeting. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving Except for the executionIronman Stockholder Approval, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent or Merger Sub is Ironman are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other appropriate merger documents as required to effect by the Merger pursuant to the Cayman Companies LawDGCL). Each of Parent and Merger Sub Ixxxxxx has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanySxx and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityterms. (b) No The affirmative votes of the holders of a majority of the outstanding shares of Ironman Common Stock as of the record date for the Ironman Stockholders’ Meeting, represented at a stockholder meeting of Ironman in person or by proxy and voting thereon, approving the adoption of this Agreement (the “fair priceIronman Stockholder Approval”), “moratorium”, “control share acquisition” is the only vote of the holders of any class or other similar antitakeover statute or similar statute or regulation applies with respect series of Ironman’s Capital Stock necessary to approve and adopt this Agreement, the Merger or any and the consummation of the other transactions contemplated by this Agreementhereby.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent, Holdco, Parent Merger Sub and Company 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 Mergers and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery approved and performance of adopted this Agreement and the transactions contemplated hereby, (ii) determining determined that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of stockholders and (iii) declared this Agreement, such resolutions have not been amended or withdrawnAgreement advisable. The board of directors of each of Holdco, Parent Merger Sub Board and Company Merger Sub has unanimously adopted resolutions (ix) approving approved the execution, delivery and performance of this Agreement and the Cayman Plan of MergerAgreement, (iiy) determining determined that the terms of entering into this Agreement and the Cayman Plan of Merger are is in the best interests of Holdco, Parent Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Company Merger Sub, adopt as applicable, and their respective stockholders and (z) declared this Agreement advisable, and the Cayman Plan board of directors of Holdco has approved the issuance of shares of Holdco Common Stock as Stock Consideration upon the consummation of the Company Merger and directing that as Parent Merger Consideration upon the consummation of the Parent Merger, in each case in accordance with this Agreement be submitted to Parent(collectively, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger"Holdco Stock Issuance"). No other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, authorize or adopt or approve, as applicable, this Agreement or to consummate the Merger Mergers and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan Parent Certificate of Merger and other documents required to effect the Company Certificate of Merger pursuant to with the Cayman Companies LawSecretary of State of the State of Delaware). Each of The execution, delivery and performance by Holdco, Parent and Merger Sub has and Company Merger Sub of this Agreement and the consummation by Holdco, Parent Merger Sub and Company Merger Sub of the transactions contemplated by this Agreement are within the corporate powers of Holdco, Parent Merger Sub and Company Merger Sub and have been duly authorized by all necessary corporate action on the part of Holdco, Parent Merger Sub and Company Merger Sub, respectively. Parent, Holdco, Parent Merger Sub and Company Merger Sub have each duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws laws affecting creditors’ ' rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Parent, BATUS 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 Transactions, subject to receipt of the Parent Shareholder Approval and the other transactions contemplated by Sub Shareholder Approval (which Sub Shareholder Approval shall be obtained promptly after the execution of this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby). The Parent Board has adopted resolutionsexecution and delivery by each of Parent, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery BATUS and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date Sub of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance by it of this Agreement its obligations hereunder and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation by them of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other will be duly authorized by all necessary corporate action on the part of Parent, BATUS or Sub, subject to receipt of the Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger Shareholder Approval and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Sub Shareholder Approval. Each of Parent Parent, BATUS and Merger Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by binding obligation of the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No The Parent Board, at a meeting duly called and held, duly and unanimously adopted resolutions (i) resolving that this Agreement, including the Plan of Merger, and the other applicable Transactions are advisable and will promote the success of Parent for the benefit of the holders of Parent Ordinary Shares as a whole, (ii) approving and adopting this Agreement, including the Plan of Merger and the other applicable Transactions, and (iii) resolving to recommend without qualification that Parent’s shareholders approve this Agreement and the applicable Transactions as a Class 1 transaction in accordance with the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules and the authorization for the directors to allot and issue Parent Ordinary Shares underlying the Parent ADSs constituting the Merger Consideration (the “fair priceParent Recommendation”) which resolutions have not been subsequently rescinded, “moratorium”modified or withdrawn in any way except as permitted by SECTION 5.04. (c) The Sub Board, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to acting by unanimous written consent in lieu of a meeting, duly and unanimously adopted resolutions (i) adopting this Agreement, the Plan of Merger or any and the other applicable Transactions, (ii) determining that the terms of the Merger and the other transactions contemplated by applicable Transactions are fair to and in the best interests of Sub and its sole shareholder, (iii) recommending that Sub’s sole shareholder approve and adopt the Plan of Merger 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 way as of the date of this Agreement. BATUS, as the holder of all of the issued and outstanding shares of capital stock of Sub as of the date of this Agreement, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, approve the Plan of Merger (the “Sub Shareholder Approval”). (d) The only vote of holders of Parent Ordinary Shares necessary to approve this Agreement and the Plan of Merger, the issuance of the Parent Ordinary Shares underlying the Parent ADSs constituting Merger Consideration and the Financing is (i) approval of this Agreement and the applicable Transactions as a Class 1 transaction by the holders of Parent Ordinary Shares and (ii) authorization for directors of Parent to allot and issue the Parent Ordinary Shares underlying the Parent ADSs constituting the Merger Consideration, in each case on a poll by the holders of not less than a majority of Parent Ordinary Shares, present in person or by proxy who are entitled to vote at the Parent Shareholders Meeting (the “Parent Shareholder Approval”).

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub CTWS 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 contemplated by this Agreement. Merger Sub has all necessary corporate power and authority , subject, in the case of the Merger, to execute and deliver the Cayman Plan receipt of Merger and to consummate the transactions contemplated therebyCTWS Shareholder Approval. The Parent CTWS Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent CTWS was present, (i) approving the executionand adopting this Agreement, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent CTWS and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholdershareholders, (iii) declaring this Agreement advisable advisable, and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt CTWS’s shareholders approve this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to ParentCTWS’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “CTWS Shareholders Meeting”) (clauses (i), (ii), (iii) and (iv) being referred to as sole shareholder of Merger Sub, for adoptionthe “CTWS Recommendation”). As Such resolutions have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder Except for the adoption of Merger Sub, has adopted this Agreement and by the Cayman Plan affirmative vote of Merger. No at least two-thirds of the voting power of outstanding CTWS Common Shares (and, in the event the CTWS Preferred Share Redemption does not occur prior to the record date set for the CTWS Shareholders Meeting as contemplated by Section 6.01(e), the CTWS $20 Par Preferred Shares voting together with the CTWS Common Shares) entitled to vote at the CTWS Shareholders Meeting (the “CTWS Shareholder Approval”), no other corporate action proceedings on the part of Parent or Merger Sub is CTWS are necessary to authorize, adopt or approve, as applicable, approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other appropriate merger documents as required to effect by the Merger pursuant to the Cayman Companies LawCBCA). Each of Parent and Merger Sub CTWS has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanySJW, this Agreement constitutes its the legal, valid and binding obligationobligation of CTWS, enforceable against it CTWS in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The CTWS Board (including a majority of the nonemployee directors, of which there were at least two) have approved such resolutions as are necessary to authorize any business combinations with interested shareholders (as provided in Section 33-844 of the CBCA) intended by this Agreement, the Merger and the other transactions contemplated by this Agreement. No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover 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 AgreementAgreement in respect of CTWS.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of the board of directors of Parent was present, (ix) approving the execution, delivery and performance of this Agreement and the Merger and the other transactions contemplated by this Agreement, (iiy) determining that entering into this Agreement is and consummating the Merger and the other transactions contemplated by this Agreement, are in the best interests of Parent and its stockholdersstockholders and (z) declaring this Agreement and the Merger and the other transactions contemplated by this Agreement, advisable. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan consummation of Merger, the Merger and the transactions contemplated by this Agreement; (ii) determining that the terms of this Agreement and the Cayman Plan consummation of the Merger and the transactions contemplated by this Agreement are in the best interests of Merger Sub and Parent, as its sole shareholder, stockholder; (iii) declaring this Agreement, the Merger and the transactions contemplated by this Agreement advisable advisable; and (iv) recommending that Parent, as sole shareholder stockholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder stockholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder stockholder of Merger Sub, has adopted and approved this Agreement and the Cayman Plan of MergerAgreement. No other corporate action proceedings (including, for the avoidance of doubt, any stockholder approval) on the part of Parent or Parent, Merger Sub is or their respective Subsidiaries are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan Certificate of Merger and other documents required to effect in accordance with the Merger pursuant to relevant provisions of the Cayman Companies LawDGCL). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it each of Parent and Merger Sub in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyMerger. The managing member of Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, resolutions (i) approving the execution, delivery and performance of this Agreement and (iia) determining that entering into this Agreement it is in the best interests of Parent and its stockholders. As of the date of sole member, and declaring it advisable, for Parent to enter into this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions Agreement and (ib) adopting this Agreement and approving the Parent’s execution, delivery and performance of this Agreement and the Cayman Plan consummation of Merger, the transactions contemplated by this Agreement. Such resolutions have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (iix) determining that the terms of this Agreement and the Cayman Plan of Merger are it is in the best interests of Merger Sub and Parentits stockholder, as its sole shareholderand declaring it advisable, for Merger Sub to enter into this Agreement, (iiiy) declaring approving Merger Sub’s execution, delivery and performance of this Agreement advisable and the consummation of the transactions contemplated by this Agreement and (ivz) recommending resolving to recommend that Parentits stockholder, in its capacity as the sole shareholder stockholder of Merger Sub, adopt approve the adoption of this Agreement and the Cayman Plan consummation of Merger the transactions contemplated hereby. Parent has approved and directing that adopted this Agreement be submitted to Parent, by written consent in its capacity as the sole shareholder stockholder of Merger Sub, for adoption. As Such resolutions and written consent have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Merger. Each of Parent and Merger Sub has have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally all respects to the Bankruptcy and by general principles of equityEquity Exceptions. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Parent, BATUS 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 Transactions, subject to receipt of the Parent Shareholder Approval and the other transactions contemplated by Sub Shareholder Approval (which Sub Shareholder Approval shall be obtained promptly after the execution of this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby). The Parent Board has adopted resolutionsexecution and delivery by each of Parent, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery BATUS and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date Sub of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance by it of this Agreement its obligations hereunder and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation by them of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other will be duly authorized by all necessary corporate action on the part of Parent, BATUS or Sub, subject to receipt of the Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger Shareholder Approval and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Sub Shareholder Approval. Each of Parent Parent, BATUS and Merger Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by binding obligation of the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No The Parent Board, at a meeting duly called and held, duly and unanimously adopted resolutions (i) resolving that this Agreement, including the Plan of Merger, and the other applicable Transactions are advisable and will promote the success of Parent for the benefit of the holders of Parent Ordinary Shares as a whole, (ii) approving and adopting this Agreement, including the Plan of Merger and the other applicable Transactions, and (iii) resolving to recommend without qualification that Parent’s shareholders approve this Agreement and the applicable Transactions as a Class 1 transaction in accordance with the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules and the authorization for the directors to allot and issue Parent Ordinary Shares underlying the Parent ADSs constituting the Merger Consideration (the “fair priceParent Recommendation”) which resolutions have not been subsequently rescinded, “moratorium”modified or withdrawn in any way except as permitted by Section 5.03. (c) The Sub Board, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to acting by unanimous written consent in lieu of a meeting, duly and unanimously adopted resolutions (i) adopting this Agreement, the Plan of Merger or any and the other applicable Transactions, (ii) determining that the terms of the Merger and the other transactions contemplated by applicable Transactions are fair to and in the best interests of Sub and its sole shareholder, (iii) recommending that Sub’s sole shareholder approve and adopt the Plan of Merger 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 way as of the date of this Agreement. BATUS, as the holder of all of the issued and outstanding shares of capital stock of Sub as of the date of this Agreement, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, approve the Plan of Merger (the “Sub Shareholder Approval”). (d) The only vote of holders of Parent Ordinary Shares necessary to approve this Agreement and the Plan of Merger, the issuance of the Parent Ordinary Shares underlying the Parent ADSs constituting Merger Consideration and the Financing is (i) approval of this Agreement and the applicable Transactions as a Class 1 transaction by the holders of Parent Ordinary Shares and (ii) authorization for directors of Parent to allot and issue the Parent Ordinary Shares underlying the Parent ADSs constituting the Merger Consideration, in each case on a poll by the holders of not less than a majority of Parent Ordinary Shares, present in person or by proxy who are entitled to vote at the Parent Shareholders Meeting (the “Parent Shareholder Approval”).

Authority; Execution and Delivery; Enforceability. (a) Each of The adoption and delivery by 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement consummation by Parent and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or and Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Sub. Each of Parent and Merger Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) No “The Parent Board, at a meeting duly called and held, (i) determined that this Agreement and the Transactions are fair price”to, “moratorium”and in the best interests of, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by Parent and Parent’s stockholders and (ii) approved and declared advisable this Agreement. (c) No vote of holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the consummation by Parent and Merger Sub of the Merger and the other Transactions. (d) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) adopted this Agreement and approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, approve this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub approving this Agreement and the Transactions, such approval to be effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, execution and delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of by Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation by it of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or Merger Sub is necessary to authorizeParent, adopt or approvesubject, as applicable, this Agreement or to consummate in the Merger case of the Share Capital Increase and the other transactions contemplated by this Agreement (except for the filing Share Issuance, to receipt of the Cayman Plan of Merger Parent Shareholder Approval, the Commercial Register Entry and other documents required to effect the Merger pursuant to the Cayman Companies Law)Section 6.14. Each of Parent and Merger Sub has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of Parent, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityterms. (b) No “fair price”Each of the Parent Supervisory Board and the Parent Executive Board, “moratorium”at a meeting duly called and held, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to duly adopted resolutions approving this Agreement, the Merger and the other Transactions. (c) The Share Capital Increase requires that (i) the shareholders of Parent shall have approved the amendment to the Parent Charter authorizing the Parent Executive Board to increase the stated share capital (Grundkapital) of Parent against contribution-in-kind, and to exclude the statutory pre-emptive rights of the shareholders of Parent in connection therewith, by issuing new Parent Ordinary Shares for the purpose of acquiring companies in exchange for such newly issued Parent Ordinary Shares (Schaffung Genehmigten Kapitals, "Authorized Share Capital") (such amendment, the "Charter Amendment"), (ii) the Charter Amendment shall have been registered with the Commercial Register (such registration, the "Commercial Register Entry"), (iii) the Parent Executive Board shall have resolved with the approval of the Parent Supervisory Board to issue new Parent Ordinary Shares using authorized share capital for the benefit of former holders of shares of Company Common Stock by contribution-in-kind and (iv) the implementation of the Share Capital Increase shall have been registered with the Commercial Register. (d) The only vote of any class or series of Parent Ordinary Shares necessary for the consummation of the Transactions is the approval of the Charter Amendment by the holders of more than 75% of the Parent Ordinary Shares present and voting (the "Parent Shareholder Approval"). The affirmative vote of the holders of Parent Ordinary Shares, or any of them, is not necessary to consummate any Transaction other than the other transactions contemplated by this AgreementCharter Amendment.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The Parent Board has adopted resolutions, execution and delivery by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests each of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan consummation by each of Mergerthem of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Sub, (ii) determining that subject in the terms case of this Agreement the Share Issuance and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted Charter Amendment to Parent, as sole shareholder of Merger Sub, for adoption. As receipt of the date of this Agreement, such resolutions have not been amended or withdrawnParent Shareholder Approval (as defined in Section 4.04(c)). Parent, as sole shareholder of Merger Sub, has adopted approved this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Agreement. Each of Parent and Merger Sub has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its a legal, valid and binding obligation, enforceable against it each of them in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityterms. (b) No “fair price”The Board of Directors of Parent (the "Parent Board"), “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to at a meeting duly called and held duly and unanimously adopted resolutions (i) approving this Agreement, the Merger or any Merger, the Share Issuance and the other Transactions (other than the Charter Amendment )and (ii) recommending that Parent's shareholders approve the Share Issuance. The Parent Board will adopt resolutions approving the Charter Amendment and recommending that Parent's shareholders approve the Charter Amendment promptly after a new name for Parent has been determined pursuant to Section 1.08. (c) The affirmative vote of the holders of a majority of the shares of Parent Common Stock represented at the Parent Shareholder Meeting and entitled to vote thereon approving the Share Issuance and the Charter Amendment, provided that a majority of the shares of the outstanding Parent Common Stock is present and votes on such proposals at the Parent Shareholder Meeting (the "Parent Shareholder Approval"), is the only vote of the holders of any class or series of shares or other transactions contemplated by securities of Parent necessary to approve the Merger, this Agreement, the Share Issuance, the Charter Amendment and the other Transactions.

Authority; Execution and Delivery; Enforceability. (a) 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance by Pxxxxx, First Merger Sub and Second Merger Sub of this Agreement and (ii) determining that entering into this Agreement is in and, subject to obtaining Parent Stockholder Approval, the best interests of Parent and its stockholders. As of the date of this Agreementconsummation by Parent, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of First Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Second Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As Sub of the date of this Agreement, such resolutions transactions contemplated hereby have not been amended duly and validly authorized by all necessary corporate or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate limited liability company action on the part of Parent or Parent, First Merger Sub is necessary to authorizeSub, adopt or approveSecond Merger Sub, as applicable, this Agreement or to consummate the Merger in accordance with their respective Organizational Documents and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies applicable Law). Each of Parent and Parent, First Merger Sub has and Second Merger Sub have duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the CompanyAcquired Companies, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditorsCreditors’ rights generally and by general principles of equityRights). (b) No “The Parent Board, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby, including the Mergers and the Parent Stock Issuance, are advisable, fair price”to, “moratorium”and in the best interests of Parent and its stockholders, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Mergers and the Parent Stock Issuance, (iii) approved the execution, delivery and performance by Parent of this Agreement, including the Merger or any Mergers and the Parent Stock Issuance, upon the terms and subject to the conditions contained herein, (iv) directed that this Agreement be submitted to the holders of the Parent Common Stock at the Parent Stockholders Meeting to approve the Parent Stock Issuance, and (v) resolved to make the Parent Board Recommendation, subject to the terms and conditions in this Agreement. None of the foregoing actions by the Parent Board have been rescinded or modified in any way (unless such rescission or modification has been effected after the date hereof in accordance with the terms of Section 6.5). (c) The affirmative vote of at least a majority of the votes cast in person or represented by proxy at the Parent Stockholders Meeting by the holders of Parent Common Stock entitled to vote thereon in accordance with Sections 312.03(c) and 312.07 of the NYSE Listed Company Manual is the only vote of holders of any class or series of capital stock of Parent necessary to approve the Parent Stock Issuance (the “Parent Stockholder Approval”), and no other vote of holders of any securities of Parent is necessary to approve the transactions contemplated by this Agreement, including the Mergers. (d) Xxxxxx, as the sole member of Amplify Holdings, as the sole member of Amplify Acquisitionco, as the sole member of Amplify Opco, as the sole member of First Merger Sub and as the sole member of Second Merger Sub, has (i) determined that this Agreement and the transactions contemplated hereby, including the Mergers, are advisable, fair to, and in the best interests of, Merger Sub and Amplify Opco, as the sole member of Merger Sub, and (ii) approved, and has caused Amplify Opco to approve, the execution and delivery by Mxxxxx Sub of this Agreement, the performance by Merger Sub of its covenants and agreements contained herein and the consummation of the transactions contemplated hereby, including the Mergers, upon the terms and subject to the conditions contained herein. None of the foregoing actions by Amplify Opco, as the sole member of Merger Sub, have been rescinded or modified in any way (unless such rescission or modification has been effected after the date hereof in accordance with the terms of Section 6.5).

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Purchaser has all requisite corporate or similar power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyBusiness Transaction. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum respective boards of directors of Purchaser and Parent was presenthave resolved that Purchaser or Parent, (i) approving the executionas applicable, delivery and performance of enter into this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and perform its stockholdersobligations hereunder. As of the date of this Agreement, such Such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended No corporate or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action similar proceedings on the part of either Parent or Merger Sub is Purchaser are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions Business Transaction, except as contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Agreement. Each of Parent and Merger Sub Purchaser has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanySeller, this Agreement constitutes its a legal, valid and binding obligationobligation of each of Parent and Purchaser, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to bankruptcy, insolvency, reorganization or fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights generally and by to general equity principles of equity(the “Bankruptcy and Equity Exception”). (b) No “fair price”At the Closing, “moratorium”, “control share acquisition” or other similar antitakeover statute each of Parent and Purchaser and each of their respective Subsidiaries that shall be a party to any Ancillary Agreement shall have the requisite corporate or similar statute or regulation applies with respect power and authority to this execute and deliver such Ancillary Agreement, to perform its obligations thereunder and to consummate the Merger or any of the other transactions contemplated thereby. At the Closing, each of Parent and Purchaser and each of their respective Subsidiaries that shall be a party to any Ancillary Agreement will have duly executed and delivered each Ancillary Agreement and, assuming the due authorization, execution and delivery by this AgreementSeller or its Subsidiary, each Ancillary Agreement will constitute a legal, valid and binding obligation of Parent, Purchaser or such Subsidiary, as applicable, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Potlatch and Merger Sub has have all requisite corporate or limited liability company (as applicable) power and authority to execute and deliver this Agreement, to perform its their obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority , subject, in the case of the Share Issuance, to execute and deliver the Cayman Plan receipt of Merger and to consummate the transactions contemplated therebyPotlatch Stockholder Approval. The Parent Board of Directors of Potlatch (the “Potlatch Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent Potlatch was present, (i) approving the executionand adopting this Agreement, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent Potlatch and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable advisable, and (iv) recommending that Parent, as sole shareholder Potlatch’s stockholders vote in favor of approval of the issuance of shares of Potlatch Common Stock constituting the Merger Sub, adopt this Agreement and Consideration (the Cayman Plan of Merger “Share Issuance”) and directing that this Agreement the Share Issuance be submitted to ParentPotlatch’s stockholders for approval at a duly held meeting of such stockholders for such purpose (the “Potlatch Stockholders Meeting”) (clauses (i), (ii), (iii) and (iv) being referred to as sole shareholder of Merger Sub, for adoptionthe “Potlatch Recommendation”). As Such resolutions have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. ParentPotlatch, as the sole shareholder member of Merger Sub, has approved and adopted this Agreement and the Cayman Plan of Merger. No Except for the approval of the Share Issuance by the affirmative vote of the holders of a majority of the votes cast by holders of Potlatch Common Stock at the Potlatch Stockholders Meeting, as required by Nasdaq Rule 5635(d) (the “Potlatch Stockholder Approval”), no other corporate action or limited liability company proceedings on the part of Parent Potlatch or Merger Sub is are necessary to authorize, adopt or approve, as applicable, approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger appropriate merger documents as required by the DGCL and other documents required to effect the Merger pursuant to the Cayman Companies LawLLC Act). Each of Parent Potlatch and Merger Sub has have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanyDeltic, this Agreement constitutes its the legal, valid and binding obligationobligation of Potlatch and Merger Sub, enforceable against it in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The Potlatch Board has adopted such resolutions as are necessary to render inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement the restrictions on “business combinations” (as defined in Section 203 of the 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 this Agreement, the Merger or any of the other transactions contemplated by this AgreementAgreement in respect of Potlatch.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this AgreementAgreement and the Plan of Merger, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The Parent Board has duly adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, resolutions (ia) approving the execution, delivery and performance of this Agreement and the Plan of Merger by Parent; and (iib) determining that entering into this Agreement and the Plan of Merger is in the best interests of Parent and its stockholdersParent. As of the date of this AgreementAgreement Date, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (ia) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, Merger by Merger Sub; (iib) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, Sub; (iiic) declaring this Agreement advisable and the Plan of Merger advisable; and (ivd) recommending that Parent, as sole shareholder of Merger Sub, adopt authorize and approve (as applicable) this Agreement and the Cayman Plan of Merger and directing that this Agreement and the Plan of Merger be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawnauthorization and approval (as applicable). Parent, as sole shareholder of Merger Sub, has adopted committed to authorize and approve (as applicable) this Agreement and the Cayman Plan of MergerMerger immediately after the Parties’ execution and delivery hereof. No Except for corporate approvals already obtained and Parent’s foregoing approval as sole shareholder of Merger Sub, no other corporate action proceedings (including any shareholder approval) on the part of Parent or Merger Sub is are necessary to authorize, adopt authorize or approve, approve (as applicable, ) this Agreement or the Plan of Merger or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (except for executing and delivering the Plan of Merger and the filing of the Cayman Plan of Merger and other documents required to effect Schedule 13E-3 with the Merger pursuant to the Cayman Companies LawSEC). Each of Parent and Merger Xxxxxx Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Monroe 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The Parent Board has adopted resolutions, execution and delivery by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance Monroe of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation by Monroe of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or Merger Sub is necessary to authorizeMonroe, adopt or approvesubject, as applicable, this Agreement or to consummate in the Merger and the other transactions contemplated by this Agreement (except for the filing case of the Cayman Plan Merger, to receipt of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Monroe Stockholder Approval. Each of Parent and Merger Sub Monroe has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or similar Laws affecting creditors’ rights generally and by to general equity principles of equity(the “Bankruptcy and Equity Exception”). (b) No At a meeting duly called and held, the board of directors of Monroe (the “Monroe Board”) present at such meeting duly and unanimously adopted resolutions (i) approving the Merger Agreement and the Transactions, (ii) determining that the terms of the Merger are fair price”to and in the best interests of Monroe and its stockholders, “moratorium”(iii) recommending that Monroe’s stockholders adopt this Agreement and approving the inclusion of this recommendation in the Proxy Statement, “control share acquisition” or and (iv) approving and declaring that this Agreement is advisable. Such resolutions are sufficient to render inapplicable to the Transaction Agreements and the Transactions the restrictions contained in Section 203 of the DGCL. To Monroe’s knowledge, no other similar antitakeover state takeover statute or similar statute or regulation applies or purports to apply to Monroe with respect to the Transaction Agreements or the Transactions. (c) The only vote of holders of any class or series of Monroe Capital Stock necessary to approve and adopt this AgreementAgreement and the Merger is (i) the adoption of this Agreement by the holders of a majority of the outstanding Monroe Common Stock, voting together as a single class, and (ii) the adoption of this Agreement by the holders of a majority of the outstanding Monroe Series A Preferred Securities, voting as a separate class (collectively, the “Monroe Stockholder Approval”). Other than the Monroe Stockholder Approval, the only other vote or consent of holders of any equity securities of Monroe which may be necessary to approve and adopt this Agreement and the Merger or any of to consummate the other transactions contemplated hereby is the written consent of Yardley which may be required pursuant to the Securities Purchase Agreement, dated as of October 15, 2009, by this Agreementand among Monroe, Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance (Parallel) Fund II, L.P., (collectively, “Yardley”).

Authority; Execution and Delivery; Enforceability. (a) 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 Pending Offer and the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan The Board of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors Directors of Parent was present, (the “Parent Board”) has unanimously adopted resolutions (i) approving determining that the executionterms of the Pending Offer, delivery the Merger and performance of the other transactions contemplated by this Agreement are advisable and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of shareholders, (ii) approving this Agreement, such resolutions have not been amended or withdrawnthe Pending Offer, the Merger and the other transactions contemplated by this Agreement and (iii) recommending that Parent’s shareholders approve the transactions contemplated hereby pursuant to applicable Law. The shareholders of Parent have approved the transactions contemplated by this Agreement pursuant to applicable Law. The Board of Directors of Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of MergerAgreement, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt and approve this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawnadoption and approval. Parent, as the sole shareholder of Merger Sub, has approved and adopted this Agreement and the Cayman Plan of transactions contemplated hereby, including the Merger. No other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Pending Offer, the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other appropriate merger documents as required to effect by the Merger pursuant to the Cayman Companies LawNJBCA). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies to Parent or Merger Sub with respect to this Agreement, the Pending Offer or the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each Subject to the Bankruptcy Court’s entry of Parent the Sale Order and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreementsuch other authorization as is required by the Bankruptcy Court, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Cayman Plan of Merger Ancillary Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder, as applicable, and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The Parent Board has adopted resolutions, by unanimous vote Subject to the Bankruptcy Court’s entry of the directors present at a meeting duly called at which a quorum of directors of Parent was presentSale Order, (i) approving the execution, execution and delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance by Seller of this Agreement and the Cayman Plan Ancillary Agreements to which it is or will be a party and by the applicable Subsidiary of Merger, (ii) determining that the terms Seller of this Agreement the Ancillary Agreements to which it will be a party and the Cayman Plan consummation by Seller of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement Acquisition and the Cayman Plan of Merger other transactions contemplated hereby and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions thereby have not been amended duly authorized by all necessary corporate or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate similar action on the part of Parent or Merger Sub Seller and no other action on the part of Seller is necessary to authorize, adopt or approve, as applicable, authorize this Agreement and the Ancillary Agreements or to consummate the Merger consummation of the Acquisition and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger hereby and other documents required to effect the Merger pursuant to the Cayman Companies Law)thereby. Each of Parent and Merger Sub Seller has duly executed and delivered this Agreement and, prior to the Closing, Seller and the applicable Subsidiaries of Seller will have duly executed and delivered each Ancillary Agreement to which they will be a party, and, assuming the due authorization, execution and delivery by Purchaser and subject to the CompanyBankruptcy Court’s entry of the Sale Order, this Agreement constitutes its Seller’s, and each Ancillary Agreement to which Seller and the applicable Subsidiary of Seller will be a party will, after execution and delivery by Seller and the applicable Subsidiary of Seller, as applicable, constitute Seller’s and such Subsidiary’s legal, valid and binding obligation, enforceable against it in accordance with its terms excepttheir respective terms, in each case, as enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar other Laws affecting creditors’ rights generally and by subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law (the “Enforceability Limitations”). (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Seller has all the requisite corporate power and authority to execute and deliver this AgreementAgreement and the Collateral Agreements to which Seller is or will be a party, to perform its obligations hereunder and thereunder and, subject to obtaining the Shareholder Consent, to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. Contemplated Transactions. (b) The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance by Seller of this Agreement and (ii) determining that entering into this Agreement the Collateral Agreements to which Seller is in or will be a party, and the best interests of Parent and its stockholders. As consummation by Seller of the date Contemplated Transactions, have been duly authorized by all necessary action on the part of this AgreementSeller, such resolutions have not been amended and, subject to obtaining the Shareholder Consent, no other action on the part of Seller is or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving will be necessary to authorize the execution, delivery and performance of this Agreement and the Cayman Plan Collateral Agreements to which Seller is or will be a party and the Contemplated Transactions. This Agreement has been, and each of Mergerthe Collateral Agreements to which Seller is a party will be, duly executed and delivered by Seller. (c) This Agreement constitutes, and each of the Collateral Agreements to which Seller is a party will constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles. (d) The Board, by resolutions duly adopted by vote at a meeting of the Board duly called and held at which a quorum was present, has (i) determined that this Agreement and the Contemplated Transactions are advisable and in the best interests of Seller and its shareholders, (ii) determining that authorized, adopted and approved the terms execution, delivery and performance of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholderContemplated Transactions, (iii) declaring approved and declared advisable this Agreement advisable and the Contemplated Transactions, and (iv) recommending resolved to recommend that Parent, as sole shareholder the shareholders of Merger Sub, Seller adopt this Agreement and approve the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation of the date of this AgreementContemplated Transactions, and such resolutions have not been amended rescinded, withdrawn or withdrawn. Parent, modified in any way as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equitydate hereof. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Parent, BATUS 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 Transactions, subject to receipt of the Parent Shareholder Approval and the other transactions contemplated by Sub Shareholder Approval (which Sub Shareholder Approval shall be obtained promptly after the execution of this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby). The Parent Board has adopted resolutionsexecution and delivery by each of Parent, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery BATUS and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date Sub of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance by it of this Agreement its obligations hereunder and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation by them of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other will be duly authorized by all necessary corporate action on the part of Parent, BATUS or Sub, subject to receipt of the Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger Shareholder Approval and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Sub Shareholder Approval. Each of Parent Parent, BATUS and Merger Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by binding obligation of the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No The Parent Board, at a meeting duly called and held, duly and unanimously adopted resolutions (i) resolving that this Agreement, including the Plan of Merger, and the other applicable Transactions are advisable and will promote the success of Parent for the benefit of the holders of Parent Ordinary Shares as a whole, (ii) approving and adopting this Agreement, including the Plan of Merger and the other applicable Transactions, and (iii) resolving to recommend without qualification that Parent’s shareholders approve this Agreement and the applicable Transactions as a Class 1 transaction in accordance with the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules and the authorization for the directors to allot and issue Parent Ordinary Shares underlying the Parent ADSs constituting the Merger Consideration (the “fair priceParent Recommendation”) which resolutions have not been subsequently rescinded, “moratorium”modified or withdrawn in any way except as permitted by Section 5.03. 28 (c) The Sub Board, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to acting by unanimous written consent in lieu of a meeting, duly and unanimously adopted resolutions (i) adopting this Agreement, the Plan of Merger or any and the other applicable Transactions, (ii) determining that the terms of the Merger and the other transactions contemplated by applicable Transactions are fair to and in the best interests of Sub and its sole shareholder, (iii) recommending that Sub’s sole shareholder approve and adopt the Plan of Merger 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 way as of the date of this Agreement. BATUS, as the holder of all of the issued and outstanding shares of capital stock of Sub as of the date of this Agreement, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, approve the Plan of Merger (the “Sub Shareholder Approval”). (d) The only vote of holders of Parent Ordinary Shares necessary to approve this Agreement and the Plan of Merger, the issuance of the Parent Ordinary Shares underlying the Parent ADSs constituting Merger Consideration and the Financing is (i) approval of this Agreement and the applicable Transactions as a Class 1 transaction by the holders of Parent Ordinary Shares and (ii) authorization for directors of Parent to allot and issue the Parent Ordinary Shares underlying the Parent ADSs constituting the Merger Consideration, in each case on a poll by the holders of not less than a majority of Parent Ordinary Shares, present in person or by proxy who are entitled to vote at the Parent Shareholders Meeting (the “Parent Shareholder Approval”).

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Xxxxxx Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, Agreement; (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, stockholder; (iii) declaring this Agreement advisable advisable; and (iv) recommending that Parent, as the sole shareholder stockholder of Merger Sub, Sub adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as the sole shareholder stockholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as The sole shareholder stockholder of Merger Sub, Sub has adopted and approved this Agreement and the Cayman Plan of MergerAgreement. No other corporate action proceedings (including, for the avoidance of doubt, any stockholder approval) on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan Certificate of Merger and other documents required to effect in accordance with the Merger pursuant to relevant provisions of the Cayman Companies LawDGCL). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Seller has all the requisite corporate power and authority to execute this Agreement and deliver this Agreement, the other Transaction Documents to perform its obligations hereunder which it is or will be a party and to consummate the Merger Acquisition and the other transactions contemplated to be consummated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, it by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and such Transaction Documents. (iib) determining that entering into this Agreement is in the best interests of Parent and Seller has taken all corporate action required by its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving Constitutive Documents to authorize the execution, delivery and performance of this Agreement and the Cayman Plan Transaction Documents to which it is or will be a party and to authorize the consummation of Merger, (ii) determining that the terms of this Agreement Acquisition and the Cayman Plan of Merger other transactions contemplated to be consummated by it hereunder and thereunder. (c) Attached hereto as Exhibit A are in the best interests of Merger Sub true, correct and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As complete copies of the date Shareholder Approval Materials, and such Shareholder Approval Materials constitute the requisite approval (the “Requisite Approval”) of the Seller Shareholders with regard to this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger Acquisition and the other transactions contemplated by this Agreement (except for under applicable Law. The Requisite Approval was obtained in compliance with applicable Law, and the filing shares of Seller capital stock represented to have approved this Agreement, the Acquisition and the other transactions contemplated by this Agreement in the Shareholder Approval Materials represent not less than the minimum number of votes of the Cayman Plan of Merger Seller Shareholders necessary to approve this Agreement, the Acquisition and the other documents required to effect the Merger pursuant to the Cayman Companies transactions contemplated by this Agreement under applicable Law). Each of Parent and Merger Sub . (d) Seller has duly executed and delivered this Agreement and as of the Closing will have duly executed and delivered each Transaction Document to which it is or will be a party, and, assuming the due authorization, proper execution and delivery of this Agreement and the Transaction Documents by the CompanyPurchaser (or its Affiliate, as applicable), this Agreement constitutes constitutes, and each Transaction Document to which it is or will be a party will as of the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each casesubject, as enforcement may be limited by to enforcement, to applicable bankruptcy, insolvency, reorganization moratorium, reorganization, fraudulent conveyance or similar Laws laws affecting the enforcement of creditors’ rights generally and by to general equitable principles of equity(whether considered in a proceeding in equity or at law). (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholdersshareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, Agreement; (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and ParentIntermediate Co, as its sole shareholder, ; (iii) declaring this Agreement advisable advisable; and (iv) recommending that ParentIntermediate Co, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to ParentIntermediate Co, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. ParentIntermediate Co, as sole shareholder of Merger Sub, has adopted and approved this Agreement and the Cayman Plan of MergerAgreement. No other corporate action proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of Parent Parent, Intermediate Co or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan Articles of Merger and other documents as required to effect by the Merger pursuant to the Cayman Companies LawMBCA). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent The adoption, execution and delivery by Xxxxxx 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement Ancillary Agreements to which they are a party and the Cayman Plan of Merger are in the best interests of consummation by Xxxxxx and Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or and Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Sub. Each of Parent and Merger Sub has duly executed and delivered this Agreement and the Ancillary Agreements to which they are a party, and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) No “The Parent Board, acting pursuant to written resolutions, has (i) determined that this Agreement and the Transactions are fair price”to, “moratorium”and in the best interests of, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to Parent and Parent’s stockholders and (ii) adopted, approved and declared advisable this Agreement, the Merger . (c) No vote of holders of any class or series of capital stock of Parent or any of its Affiliates is necessary to approve this Agreement or the other transactions contemplated consummation by Parent and Merger Sub of the Transactions. (d) The Merger Sub Board has (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) adopted this Agreement and approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, approve this Agreement and the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub approving this Agreement and the Transactions, such approval to be effective as of the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation of the Transactions have been duly authorized by all necessary corporate action, and no other corporate proceedings (iiincluding, for the avoidance of doubt, any shareholder approval) determining that entering into on the part of Parent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement is in or to consummate the best interests of Parent and its stockholders. As Transactions (except for the filing of the date Articles of this Agreement, such resolutions have not been amended or withdrawnMerger as required by the MBCA). The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, Transactions; (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, Parent as its sole shareholder, ; (iii) declaring this Agreement advisable advisable; and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted and approved this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Transactions. Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyhereby, including the Merger. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, resolutions (i) approving the execution, delivery and performance of this Agreement and (iia) determining that entering into this Agreement it is in the best interests of Parent and its stockholders. As of the date of shareholders, and declaring it advisable, for Parent to enter into this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (ib) adopting this Agreement and approving the Parent’s execution, delivery and performance of this Agreement and the Cayman Plan consummation of Mergerthe transactions contemplated by this Agreement, including the Merger and (iic) resolving to recommend that Parent’s shareholders approve the Parent Articles of Incorporation Amendment and the issuance of shares of Parent Common Stock as part of the Merger Consideration to the extent required pursuant to Section 312.03 of the NYSE Listed Company Manual (the “Parent Board Recommendation”) and directing that the Parent Articles of Incorporation Amendment be submitted to Parent’s shareholders at a duly held meeting of such shareholders for such purpose (the “Parent Shareholders Meeting”). Such resolutions have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (i) determining that the terms of this Agreement and the Cayman Plan of Merger are it is in the best interests of Merger Sub and Parent, as its sole shareholder, and declaring it advisable, for Merger Sub to enter into this Agreement, (iiiii) declaring adopting this Agreement advisable and (iv) recommending that Parent, as sole shareholder of approving Merger Sub’s execution, adopt delivery and performance of this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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., including the Merger, and‌

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Subject to Section 8.01, Acquirer has all requisite corporate municipal power and authority to execute and deliver this AgreementAgreement and, upon satisfaction of the conditions to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and Closing set forth in Article VII, to consummate the transactions contemplated therebyhereby. The Parent Board has adopted resolutions, execution and delivery by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance Acquirer of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate duly authorized by all necessary municipal action on the part of Parent or Merger Sub is necessary to authorizeAcquirer, adopt or approveincluding, as applicablewithout limitation, the vote by a minimum of ten (10) members of the Acquirer Governing Body authorizing the execution of this Agreement or by the Acquirer as described in that certain letter from Acquirer’s Corporation Counsel to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing Company Board dated as of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)date hereof. Each of Parent and Merger Sub Acquirer has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Company, and subject to Section 8.01, this Agreement constitutes its will constitute a legal, valid and binding obligationobligation of Acquirer, enforceable against it Acquirer in accordance with its terms exceptterms, in each case, as enforcement except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent transfer or other similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by general the effect of the principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) No “fair price”Acquisition Subsidiary by the Effective Time, “will have the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Acquisition Subsidiary by the Effective Time will have been duly authorized by its board of directors. This Agreement will by the Effective Time be duly and validly executed and delivered by Acquisition Subsidiary and constitute a valid and binding agreement of Acquisition Subsidiary, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium”, “control share acquisition” fraudulent transfer or other similar antitakeover statute Laws of general applicability relating to or similar statute or regulation applies with respect to this Agreement, affecting the Merger or any enforcement of creditors’ rights and by the effect of the other transactions contemplated by this Agreementprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder the receipt of the Parent Shareholder Approval and the Parent Preferred Consents, to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power The execution and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The delivery by Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation by Parent of the date of this Agreement, such resolutions transactions contemplated hereby have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement duly and the Cayman Plan of Merger. No other validly authorized by all necessary corporate action on the part of Parent, subject to receipt of the Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger Shareholder Approval and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Parent Preferred Consents. Each of Parent and Merger Sub has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityterms. (b) No “fair price”The Parent Special Committee, “moratorium”at a meeting duly called and held, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to duly and unanimously adopted resolutions (i) determining that this AgreementAgreement and the transactions contemplated hereby, including the Merger or any and the issuance of Parent Shares in the Merger, are advisable and fair to, and in the best interests of, Parent and its shareholders and (ii) recommending that the Parent Board approve this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Shares in the Merger. 37 (c) The Parent Board, at the recommendation of the other Parent Special Committee, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Shares in the Merger, are advisable and fair to, and in the best interests of, Parent and its shareholders, (ii) approving this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Shares in the Merger, (iii) directing that the Parent Voting Proposal be submitted to Parent’s shareholders for their approval and (iv) recommending that Parent’s shareholders adopt the Parent Voting Proposal. (d) The votes or consents of holders of any class or series of capital stock of Parent necessary to approve the Merger and to otherwise consummate the transactions contemplated by this AgreementAgreement are set forth in Schedule 6.4(d) of the Parent Disclosure Schedule.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Parent, HHC and Merger Sub has all requisite corporate or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The HHC Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement; (ii) determining that the terms of this Agreement are in the best interests of HHC and Parent, as its sole stockholder; (iii) declaring this Agreement advisable; and (iv) recommending that Parent, as sole stockholder of HHC, adopt this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of HHC, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, Agreement; (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and ParentHHC, as its sole shareholder, stockholder; (iii) declaring this Agreement advisable advisable; and (iv) recommending that ParentHHC, as sole shareholder stockholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to ParentHHC, as sole shareholder stockholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder stockholder of HHC, and HHC, as sole stockholder of Merger Sub, has have adopted and approved this Agreement and the Cayman Plan of MergerAgreement. No other corporate action proceedings (including, for the avoidance of doubt, any stockholder approval) on the part of Parent Parent, HHC or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan Certificate of Merger and other documents required to effect in accordance with the Merger pursuant to relevant provisions of the Cayman Companies LawDGCL). Each of Parent Parent, HHC and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Parent, Merger Sub and Merger Sub LLC has all requisite corporate full power and authority to execute and deliver this AgreementAgreement and the Parent Ancillary Agreements to which it is a party, to perform and comply with each of its obligations hereunder under this Agreement and such Parent Ancillary Agreements and to consummate the Merger Transactions. The execution and the other transactions contemplated delivery by this Agreement. each of Parent, Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance LLC of this Agreement and (ii) determining that entering into this Agreement is in such Parent Ancillary Agreements, the best interests of Parent performance and its stockholders. As of the date of this Agreementcompliance by Parent, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Merger LLC with each of its respective obligations herein and therein and the consummation by it of the Transactions have been duly authorized by all necessary corporate or limited liability company action on the part of Parent, as its sole shareholderMerger Sub and Merger LLC subject, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and in the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As case of the date Share Issuance, to receipt of this Agreement, such resolutions have not been amended or withdrawnthe Parent Stockholder Approval. Parent, as sole shareholder stockholder of Merger SubSub and sole member of Merger LLC, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Agreement. Each of Parent Parent, Merger Sub and Merger Sub LLC has duly executed and delivered this Agreement and the Signing Date Parent Ancillary Agreements and, (i) assuming the due authorization, execution and delivery by the CompanyCompany Parties of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptand (ii) assuming the due authorization, execution and delivery by the Company Parties of the Signing Date Parent Ancillary Agreements, such Signing Date Parent Ancillary Agreements constitute legal, valid and binding obligations of Parent enforceable against it in each caseaccordance with their respective terms, except in the case of clauses (i) and (ii) as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equitybrought. (b) No The Board of Directors of Parent (the “fair priceParent Board”), “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to at a meeting duly called and held duly and unanimously adopted resolutions approving this Agreement, the Merger or any Mergers, the Share Issuance and the other Transactions, determining that the terms of the Mergers, the Share Issuance and the other transactions contemplated by Transactions are fair to and in the best interests of Parent and its stockholders (the “Parent Determination”) and (iii) recommending that Parent’s stockholders approve the Share Issuance. Unless a Parent Adverse Recommendation Change has occurred in accordance with Section 6.03(e) or 6.03(f), such resolutions remain in full force and effect and have not been modified, rescinded, amended or withdrawn. (c) The only vote of holders of any class or series of Parent’s capital stock or of any other securities of Parent necessary to approve this Agreement, the Parent Ancillary Agreements, the Mergers, the Share Issuance and the other Transactions is the approval of the Share Issuance by the holders of a majority of the shares of Parent Common Stock entitled to vote and present in person or represented by proxy at the Parent Stockholders Meeting (the “Parent Stockholder Approval”). The affirmative vote of the holders of Parent Common Stock or of any other securities of Parent is not necessary to consummate any Transaction other than the Share Issuance.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Xxxxxx Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement, to perform or comply with its obligations covenants and agreements hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyhereby. The Parent Board has adopted resolutionsEach of Parent’s and Merger Sub’s execution and delivery hereof, by unanimous vote performance of and compliance with its covenants and agreements hereunder and consummation of the directors present at a meeting transactions contemplated hereby (including the Merger) have been duly called at authorized by all necessary corporate action, and subject to Parent’s due execution and delivery of the Merger Sub Stockholder Consent (which a quorum of directors of Parent was present, (i) approving shall become effective immediately following the execution, execution and delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As by each of the date of this AgreementParties), such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent or and Merger Sub is (including, for the avoidance of doubt, any stockholder approval or vote) are necessary for it to authorize, adopt or approve, as applicable, approve this Agreement or to consummate the Merger and or the other transactions contemplated by this Agreement (hereby, except for the filing of the Cayman Plan Certificate of Merger and other documents as required by DGCL. No vote of Parent’s or Merger Sub’s stockholders is necessary to effect approve this Agreement or any of the transactions contemplated hereby, including the Merger pursuant to (except for the Cayman Companies LawMerger Sub Stockholder Consent, which shall be duly executed and delivered and become effective immediately following the execution and delivery of this Agreement by each of the Parties). Each of Parent and Merger Xxxxxx Sub has duly executed and delivered this Agreement and, assuming the Company’s respective due authorization, execution and delivery by the Companyhereof, this Agreement constitutes its Parent’s and Merger Sub’s respective legal, valid and binding obligation, enforceable against it them in accordance with its the terms excepthereof, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally the Bankruptcy and by general principles of equityEquitable Exceptions. (b) No “fair price”At a meeting duly called and held, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to each of the Parent Board and the Merger Sub Board unanimously adopted resolutions (i) determining that this Agreement, the Merger or any of and the other transactions contemplated hereby are advisable and in the best interests of Merger Sub and Parent and their respective stockholders, (ii) approving the execution, delivery and performance by Xxxxxx and Merger Sub of this AgreementAgreement and the consummation of the Merger and the other transactions contemplated hereby and (iii) (A) in the case of the Merger Sub Board, recommending this Agreement to Parent for adoption thereby in its capacity as the sole stockholder of Merger Sub and (B) in the case of Parent Board, approving and authorizing Parent’s execution and delivery of the Merger Sub Stockholder Consent in its capacity as the sole stockholder of Merger Sub. Such resolutions have not been amended or withdrawn and remain in full force and effect as of the date hereof.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyhereby, including the Merger. The sole member of Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, resolutions (i) approving the execution, delivery and performance of this Agreement and (iia) determining that entering into this Agreement it is in the best interests of Parent and its stockholders. As of the date of member, and declaring it advisable, for Parent to enter into this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions Agreement and (ib) adopting this Agreement and approving the Parent’s execution, delivery and performance of this Agreement and the Cayman Plan consummation of the transactions contemplated by this Agreement, including the Merger, . Such resolutions have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (iii) determining that the terms of this Agreement and the Cayman Plan of Merger are it is in the best interests of Merger Sub and Parent, as its sole shareholder, and declaring it advisable, for Merger Sub to enter into this Agreement, (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger, and (iii) declaring this Agreement advisable and (iv) recommending resolving to recommend that Parent, in its capacity as the sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that Agreement. Parent has approved this Agreement be submitted to Parent, by written consent in its capacity as the sole shareholder of Merger Sub, for adoption. As Such resolutions and written consent have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other vote or corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Merger. Each of Parent and Merger Sub has have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally all respects to the Bankruptcy and by general principles of equityEquity Exceptions. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver The Board of Directors of Parent (the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The “Parent Board Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholdersAgreement. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of MergerAgreement, (ii) determining that the terms of entering into this Agreement and the Cayman Plan of Merger are is in the best interests of Merger Sub and Parent, as its sole shareholderstockholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as the sole shareholder stockholder of Merger Sub, Sub adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as the sole shareholder stockholder of Merger Sub, Sub for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as The sole shareholder stockholder of Merger Sub, Sub has adopted this Agreement and the Cayman Plan of MergerAgreement. No Except as would not have a Parent Material Adverse Effect, no other corporate action proceedings on the part of Parent or Parent, Merger Sub is or the sole stockholder of Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan Certificate of Merger and other documents as required to effect by the Merger pursuant to the Cayman Companies LawDGCL). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) 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 other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver The Board of Directors of Parent (the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The “Parent Board Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of MergerAgreement, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholderstockholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder stockholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder stockholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder stockholder of Merger Sub, has adopted this Agreement and the Cayman Plan of MergerAgreement. No other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan Certificate of Merger and other documents as required to effect by the Merger pursuant to the Cayman Companies LawDGCL). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar 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.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Seller and Merger Sub has the other applicable Seller Entities have all requisite corporate power and authority to execute execute, deliver and deliver perform their obligations under this AgreementAgreement and the other Transaction Documents (other than the Local Transfer Agreements) to which Seller and the other applicable Seller Entities are or, to perform its obligations hereunder as of the Closing, will be a party and to consummate the Merger Transactions and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate other Transaction Documents (other than the transactions contemplated therebyLocal Transfer Agreements). The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance by Seller of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As by Seller or any other applicable Seller Entities of the date other Transaction Documents (other than the Local Transfer Agreements) to which Seller and such other applicable Seller Entities are or, as of this Agreementthe Closing, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement will be a party and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement consummation by Seller and the Cayman Plan Seller Entities of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement Transactions and the Cayman Plan transactions contemplated by the other Transaction Documents have been duly authorized by all necessary corporate or other action of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement Seller and the Cayman Plan of MergerSeller Entities. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger Seller and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has 42 applicable Seller Entities have duly executed and delivered this Agreement andand the other Transaction Documents (other than the Local Transfer Agreements) to which Seller and the other applicable Seller Entities are party (or, in the case of any Transaction Document to which Seller and the other applicable Seller Entities will, as of the Closing, become a party, Seller will, as of the Closing have duly executed and delivered such other Transaction Documents (other than the Local Transfer Agreements)), and assuming the due authorization, execution and delivery by the CompanyPurchaser, this Agreement and the other Transaction Documents to which Seller is or will, as of the Closing, be a party constitutes its legalor, in the case of any Transaction Document (other than the Local Transfer Agreements) to be executed at the Closing, will constitute a valid and binding obligation, enforceable against it Seller and the other applicable Seller Entities in accordance with its terms exceptterms, in each casesubject to the effect of any Laws relating to bankruptcy, as enforcement may be limited by bankruptcyreorganization, insolvency, reorganization moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and by subject, as to enforceability, to the effect of general principles of equity. equity (bregardless of whether such enforceability is considered in a Proceeding in equity or at law) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement(collectively, the Merger or any of the other transactions contemplated by this Agreement“Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all the requisite corporate power and authority to execute enter into and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, execution and delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of by Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable the consummation by Parent and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As Sub of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or and Merger Sub is necessary to authorize, adopt or approve, as applicable, this Sub. This Agreement or to consummate the Merger has been duly executed and the other transactions contemplated delivered by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, a valid and binding obligationobligation of Parent and Merger Sub, enforceable against it Parent and Merger Sub in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ the enforcement of creditors rights generally and by general equitable principles of equitygeneral applicability. (b) The board of directors of Parent has adopted resolutions approving this Agreement and the Transactions. (c) The board of directors of Merger Sub has adopted resolutions (i) approving and declaring advisable this Agreement and the Transactions and (ii) recommending that Merger Sub’s stockholder approve this Agreement. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub approving this Agreement and the Transactions, approval to be effective immediately following the execution and delivery of this Agreement. No “fair price”, “moratorium”, “control share acquisition” other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the Transactions. (d) No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other similar antitakeover statute securities of Parent (equity or similar statute or regulation applies with respect otherwise) is necessary to adopt this Agreement, or to approve the Merger or any the other Transactions. The vote or consent of Parent or a wholly-owned Subsidiary of Parent as the sole stockholder of Merger Sub is the only vote or consent of the other transactions contemplated by holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which vote shall be taken or consent shall be given immediately following the execution and delivery of this Agreement.