Common use of Authority; No Conflict; Required Filings and Consents Clause in Contracts

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner have been duly authorized by all necessary corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partner, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Partner does not, and the consummation by Merger Partner of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws of Merger Partner, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedules, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger Partner or any of its properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Merger Partner Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Company Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Required Company Stockholder Approval”) Vote, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Company Board, at a meeting duly called meeting at which all directors were presentand held, by a unanimous vote, or via unanimous written consent (i) determined that the Offer, the Merger is and the other transactions contemplated by this Agreement are fair to, and in the best interests of, Merger Partner of the Company and its stockholders, (ii) approved the execution, delivery and performance of this AgreementAgreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger and the actions contemplated by this Agreement declared its advisability in accordance with the provisions of the DGCL, (iii) declared directed that this Agreement advisablebe submitted to the stockholders of the Company for their adoption if required by the DGCL and resolved to make the Recommendation, and (iv) determined adopted a resolution rendering the limitations on business combinations contained in Section 203 of the DGCL inapplicable to recommend that the stockholders of Xxxxxx Partner vote to adopt Offer, this Agreement and thereby approve the Merger other transactions contemplated hereby and such other actions as electing that the Offer and the Merger, to the extent of the Company Board’s power and authority and to the extent permitted by Law, not be subject to any Takeover Laws that may purport to be applicable to this Agreement or any of the transactions contemplated hereby. The Assuming the accuracy of the representations and warranties of Buyer and Acquisition Sub in Section 4.6, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner the Company have been duly authorized by all necessary corporate action on the part of Merger Partnerthe Company, subject only to the required receipt of the Merger Partner Required Company Stockholder ApprovalVote. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Company and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partnerthe Company, enforceable against such party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the execution, delivery and delivery performance of this Agreement by Xxxxxx Partner does the Company do not, and the consummation by Merger Partner the Company of the transactions contemplated by this Agreement do not and shall not, (i) contravene or conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws of Merger Partnerthe Company or of the charter, bylaws, or other organizational document of any Subsidiary of the Company, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (under, or give rise to a right of termination, recapture, cancellation or acceleration of any obligation or loss of any a material benefit) under, or require a consent or waiver under, constitute a change in control under, under or require the payment of a penalty under any loan, guarantee of indebtedness or result in the imposition of any credit agreement, note, bond, mortgage, security interestindenture, pledgeMaterial Lease, lienagreement, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the termscontract, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesinstrument, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule right or regulation applicable to Merger Partner license binding upon the Company or any of its properties Subsidiaries, or assets, except result in the case creation of clauses any mortgage, deeds of trust, lien (ii) and (iii) of this Section 3.4(bstatutory or other), as would notpledge, individually or in the aggregatesecurity interest, reasonably be expected to result in a Merger Partner Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.claim,

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Merger Partner Company Voting Proposal”) by Xxxxxx Partnerthe Company’s stockholders shareholders under the DGCL and the certificate of incorporation of Merger Partner NJBCA (the “Merger Partner Stockholder Company Shareholder Approval”) ), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Company Board, at a meeting duly called meeting at which and held, by the unanimous vote of all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner of the Company and its stockholdersshareholders, (ii) approved this Agreement, the Merger and the actions contemplated by adopted this Agreement in accordance with the provisions of the DGCLNJBCA, (iii) declared directed that this Agreement advisable, and the Merger be submitted to the shareholders of the Company for their adoption and approval and resolved to recommend that the shareholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (iv) determined to recommend the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state anti-takeover statute, Law or regulation (including, without limitation, a “fair price,” “moratorium,” or “control share acquisition” statute) that the stockholders of Xxxxxx Partner vote might otherwise apply to adopt this Agreement and thereby approve the Merger and such any other actions as transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner the Company have been duly authorized by all necessary corporate action on the part of Merger Partnerthe Company, subject only to the required receipt of the Merger Partner Stockholder Company Shareholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Company and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partnerthe Company, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and similar Laws of general applicability relating to or laws affecting creditors’ rights and remedies generally and to general equity principles (the “Bankruptcy and Equity Exception”)of equity. (b) The execution and delivery of this Agreement by Xxxxxx Partner does the Company do not, and the consummation by Merger Partner the Company of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws by-laws of Merger Partnerthe Company or of the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) except as set forth in Section 4.3(b) of the Company Disclosure Schedule, conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgageEncumbrance on the Company’s or any of its Subsidiaries’ assets under, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedules, or bound (iii) subject to obtaining the Merger Partner Stockholder Company Shareholder Approval and compliance with the requirements specified in clauses (i) through (ivv) of Section 3.4(c)4.3(c) below, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule decree or regulation Law applicable to Merger Partner the Company or any of its Subsidiaries or any of its or their properties or assets, or (iv) result in the creation of a material lien on any of the material properties or assets of the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) of this Section 3.4(b)4.3(b) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, could not constitute or could not reasonably be expected to result in constitute a Merger Partner Company Material Adverse Effect.. There are no consents, waivers or approvals under any of the Company’s or any of its Subsidiaries’ agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. Table of Contents (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, with any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) Entity is required by or with respect to Merger Partner the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Company or the consummation by Xxxxxx Partner the Company of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of New Jersey and appropriate corresponding documents with the Secretaries of appropriate authorities of other states in which Merger Partner the Company is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Proxy Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) SEC in accordance with the Exchange Act, (iiiiv) the filing of such reports, schedules or materials under Section 13, Rule 14a-12 or other relevant sections under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the securities Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by outstanding Shares on the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of record date for the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), Shareholders Meeting is the only vote of the holders of any class or series of Merger Partnerthe Company’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner the Company of the Merger and the other transactions contemplated by this AgreementAgreement and the Support Agreements. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of Merger Partner the Company may vote. To the Knowledge of the Company, the Persons who have executed Support Agreements collectively beneficially own approximately 21.4% of the issued and outstanding Shares as of the date of this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner SmarterKids has all requisite corporate power and authority to enter into this Agreement and, subject only and each of the Transaction Documents to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL which it is a party and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions Transactions contemplated by this Agreement in accordance with the provisions and each of the DGCL, (iii) declared this Agreement advisable, and (iv) determined Transaction Documents to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated herebywhich it is a party. The execution and delivery of this Agreement and each of the Transactions Documents to which it is a party and the consummation of the transactions contemplated by this Agreement and each of the Transaction Documents to which it is a party by Xxxxxx Partner SmarterKids have been duly authorized by all necessary corporate action on the part of Merger PartnerSmarterKids, subject only to the required receipt of the Merger Partner Stockholder Approval. This Agreement has been duly executed approval and delivered by Xxxxxx Partner and, assuming the due execution and delivery adoption of this Agreement by Public CompanySmarterKids' stockholders under the DGCL. The stockholders of SmarterKids identified on the SmarterKids Disclosure Schedule have each executed and delivered the Stockholder Support Agreement in the form of Exhibit A attached hereto and assuming the due authorization and execution of the Stockholder Support Agreement by each such stockholder, the Stockholder Support Agreement constitutes the a valid and binding obligation of Merger Partnersuch stockholders, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). This Agreement and each of the Transaction Documents to which SmarterKids is a party have been duly executed and delivered by SmarterKids and constitute the valid and binding obligations of SmarterKids, enforceable in accordance with their terms, subject to the Bankruptcy and Equity Exception. (b) The Except as set forth on the SmarterKids Disclosure Schedule, the execution and delivery of this Agreement and each of the Transaction Documents to which it is a party by Xxxxxx Partner SmarterKids does not, and the consummation by Merger Partner of the transactions Transactions contemplated by this Agreement shall and each of the Transaction Documents to which it is a party will not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Merger PartnerSmarterKids (the "SmarterKids Organizational Documents"), (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which SmarterKids is a party or by which it or any of its properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner SmarterKids or any of its properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)for any such conflicts, as would violations, defaults, terminations, cancellations or accelerations which are not, individually or in the aggregate, reasonably be expected likely to result in have a Merger Partner SmarterKids Material Adverse Effect. The execution and delivery of the Stockholder Support Agreement by the stockholders of SmarterKids party thereto does not conflict with, and will not result in any violation or breach of, any provision of SmarterKids Organizational Documents. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) Entity is required by or with respect to Merger Partner SmarterKids in connection with the execution and delivery of this Agreement by Xxxxxx Partner and each of the Transaction Documents to which it is a party or the consummation by Xxxxxx Partner of the transactions Transactions contemplated by this Agreementhereby or thereby, except for (i) the filing of the Certificate of Merger with pre-merger notification report under the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact businessHSR Act, if applicable, (ii) the filing of a Certificate of Merger with respect to the Registration Statement and SmarterKids Merger with the Delaware Secretary of State, (iii) the filing of the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) SEC in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iiiiv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state or foreign securities Laws laws, and the Laws of any foreign country, (ivv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregatewhich, if not obtained or made, would not be reasonably expected likely to result in have a Merger Partner SmarterKids Material Adverse Effect. . SmarterKids is its own "ultimate parent entity" (das such term is used in the HSR Act and the Regulations thereunder) The affirmative vote in favor and is not a "$100 million Person" within the meaning of the Merger Partner Voting Proposal by HSR Act and the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may voteRegulations thereunder.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Merger Partner has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Merger Partner’s stockholders under the DGCL BCA and the Merger Partner’s amended and restated certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) ), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which Board has unanimously (as among all directors were present, by a unanimous vote, or via unanimous written consent in attendance) (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCLBCA, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Merger Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Merger Partner have been duly authorized by all necessary corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Merger Partner and, assuming the due execution and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partner, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Merger Partner does not, and the consummation by Merger Partner of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws of Merger Partner or of the charter, bylaws or other organizational document of any Subsidiary of Merger Partner, each as amended, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s or any of its Subsidiaries’ assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a3.11(d) of the Merger Partner Disclosure Schedules, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, have not had, and are not reasonably likely to result in, the loss of a material benefit to, or in the creation of any material liability for, Merger Partner, or would not reasonably be expected to result in a Merger Partner Material Adverse Effect. Section 3.4(b) of the Merger Partner Disclosure Schedule lists all consents, waivers and approvals under any of Merger Partner’s or any of its Subsidiaries’ agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated by this Agreement, which, if individually or in the aggregate were not obtained, would result in a loss of a material benefit to, or the creation of any material liability for, Merger Partner, Public Company or the Surviving Corporation as a result of the Merger. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authorityauthority or Regulating Authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Merger Partner or the consummation by Xxxxxx Merger Partner of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary Division of Revenue of the Department of Treasury of the State of New Jersey, and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact businessbusiness and in the State of Delaware, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus (and any related registration statements) with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and filings or notifications related to compliance with the rules and regulations of Nasdaq, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws and the Laws laws of any foreign country, country and (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a loss of a material benefit to, or the creation of any material liability for, Merger Partner Material Adverse EffectPartner, Public Company or the Surviving Corporation as a result of the Merger. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P.Capital Stock, which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company meeting (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of to adopt this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Merger Partner of the other transactions contemplated by this AgreementAgreement required under the BCA and the Merger Partner’s certificate of incorporation, as amended. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Merger Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner has Finisar and Sub have all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreement. Without limiting Assuming the generality accuracy of the foregoingrepresentations set forth in Section 3.24, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated hereby. The execution and delivery of this Agreement by Finisar and Sub and the consummation by them of the transactions contemplated by this Agreement by Xxxxxx Partner have been duly authorized by all necessary corporate action on the part of Merger PartnerFinisar and Sub, subject only to the required receipt approval of the issuance of shares of Finisar Common Stock in the Merger Partner by the affirmative vote of the holders of a majority of the shares of Finisar Common Stock present or represented by proxy at the Finisar Stockholder Meeting (as defined in Section 6.7) (the "Finisar Stockholders Approval"). The directors of Finisar have unanimously approved this Agreement, declared the Merger to be advisable and in the best interests of and fair to Finisar's stockholders, and resolved to recommend to the Finisar stockholders that such stockholders vote in favor of the issuance of the shares of Finisar Common Stock pursuant to the Merger (the "Finisar Board Recommendation;" each of the Finisar Board Recommendation and the Optium Board Recommendation, as the context requires, a "Board Recommendation"). This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Finisar and delivery of this Agreement by Public Company, Sub and constitutes the valid and binding obligation of Merger PartnerFinisar and Sub, enforceable against such party each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium except as such enforceability may be limited by (i) bankruptcy Law and other similar Laws of general applicability relating to or Law affecting creditors’ ' rights generally and to (ii) general principles of equity, regardless of whether asserted in a proceeding in equity principles (the “Bankruptcy and Equity Exception”)or at law. (b) The execution and delivery of this Agreement by Xxxxxx Partner Finisar and Sub does not, and the consummation by Merger Partner them of the transactions contemplated by this Agreement shall will not, (i) contravene, conflict with, or result in any violation or breach of, of any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Merger PartnerFinisar or Sub, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesof, or render void, voidable or without further binding effect, any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Finisar or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c)contravene, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Merger Partner Finisar or any of its Subsidiaries or any of their properties or assets, or (iv) result in the creation of any Lien upon any of the properties or assets of Finisar or its Subsidiaries, except in the case of clauses (ii), (iii) and (iiiiv) of this Section 3.4(b)for any such conflicts, as would notviolations, defaults, terminations, cancellations, accelerations, Liens or other detriments which, individually or in the aggregate, would not be reasonably be expected likely to result in have a Merger Partner Material Adverse EffectEffect on Finisar, or a material adverse effect on the ability of the parties to consummate the transactions contemplated by this Agreement. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Merger Partner Finisar or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner Finisar or Sub or the consummation by Xxxxxx Partner Finisar or Sub of the transactions contemplated by this Agreementhereby, except for (i) the filing of a pre-merger notification report under the HSR Act, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State of Delaware in accordance with the DGCL and the filing of appropriate corresponding documents with the appropriate relevant authorities of other states in which Merger Partner is qualified as a foreign corporation to transact businessFinisar or any of its Subsidiaries conduct business or owns assets, (iiiv) the filing of the Registration Joint Proxy Statement and the Proxy Statement/Prospectus related proxy materials with the U.S. Securities and Exchange Commission (the “SEC”) SEC in accordance with the Exchange ActAct and such other filings as are required to be made with the SEC under the Exchange Act in connection with the transactions contemplated by this Agreement, (iiiv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually country or in under the aggregaterules of the NASDAQ Stock Market which, if not obtained or made, would not be reasonably expected likely to result in have a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor Effect on Finisar, or a material adverse effect on the ability of the Merger Partner Voting Proposal parties to consummate the transactions contemplated by this Agreement and (vi) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on Finisar, or a material adverse effect on the holders of a (i) majority ability of the votes represented by parties to consummate the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Merger Partner Company Voting Proposal”) by Xxxxxx Partnerthe Company’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Company Stockholder Approval”) ), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board of Directors of the Company (the “Company Board”), at a meeting duly called meeting at which and held, by the unanimous vote of all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is advisable, fair to, and in the best interests of, Merger Partner of the Company and its stockholders, (ii) approved this Agreement, the Merger Agreement and the actions contemplated by this Agreement declared its advisability in accordance with the provisions of the DGCL, (iii) declared directed that this Agreement advisable, and (iv) determined the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of Xxxxxx Partner the Company vote to adopt in favor of the adoption of this Agreement and thereby approve the approval of the Merger, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and such any other actions as transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner the Company have been duly authorized by all necessary corporate action on the part of Merger Partnerthe Company, subject only to the required receipt of the Merger Partner Company Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Company and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partnerthe Company, enforceable against such party in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar Laws of general applicability applicable legal requirements affecting or relating to the rights of creditors generally and general principles of equity, regardless of whether asserted in a proceeding in equity or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”)at law. (b) The execution and delivery of this Agreement by Xxxxxx Partner does the Company do not, and the consummation by Merger Partner the Company of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of Merger Partnerthe Company or of the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of terminationtermination or cancellation, cancellation imposition or acceleration of any obligation material obligation, or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a fee, penalty or other amount under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partnerthe Company’s or any of its Subsidiaries’ assets (including Merger Partner Intellectual Property) under under, any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that are not (and will not be), as would not, either individually or in the aggregate, reasonably material to the conduct of the business of the Company and its Subsidiaries and do not (and will not) involve a material expense or liability. Section 3.4(b) of the Company Disclosure Schedule lists all consents, waivers and approvals under any of the Company’s or any of its Subsidiaries’ agreements, licenses or leases required to be expected obtained in connection with the consummation of the transactions contemplated by this Agreement, other than consents, waivers or approvals obtainable without material expense and whose absence would not, either individually or in the aggregate, be material to result in the conduct of the business or involve a Merger Partner Material Adverse Effectmaterial liability to the Company, the Buyer or any of their respective Subsidiaries. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any U.S. federal, state or local, foreign or supranational government, official, administrative agency, commission, court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality instrumentality, any arbitral tribunal, or any U.S. or non-U.S. stock market or stock exchange on which shares of Company Common Stock are listed for trading (each, a “Governmental Entity”) is required by or with respect to Merger Partner the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Company or the consummation by Xxxxxx Partner the Company of the transactions contemplated by this Agreement, except for (i) possible pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and notification or filing requirements under applicable foreign antitrust and competition laws (if applicable), (ii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner the Company is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iiiiv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws and the Laws securities laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor for adoption of the Merger Partner Company Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Company Common Stock held by on the record date for the meeting of the Company’s stockholders of Merger Partner other than Petrichor, and to consider the Company Voting Proposal (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written ConsentsCompany Meeting”), ) is the only vote of the holders of any class or series of Merger Partnerthe Company’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner the Company of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner the Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Merger Partner has all requisite corporate power and authority to enter into this Agreement andAgreement, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Merger Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) ), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a meeting duly called meeting at which all directors were presentand held, by a the unanimous votevote of all directors, or via by unanimous written consent in lieu of a meeting, (i) determined that the Merger is advisable, fair to, and in the best interests of, of Merger Partner and its stockholders, (ii) approved this Agreement, the Merger Agreement and the actions contemplated by this Agreement declared its advisability in accordance with the provisions of the DGCL, (iii) declared directed that this Agreement advisable, be submitted to the stockholders of Merger Partner for their adoption and (iv) determined resolved to recommend that the stockholders of Xxxxxx Merger Partner vote to adopt in favor of the adoption of this Agreement and thereby approve (iv) to the extent necessary, adopted a resolution having the effect of causing Merger Partner not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and such any other actions as transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Merger Partner have been duly authorized by all necessary corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Merger Partner and, assuming the due execution and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partner, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Merger Partner does do not, and the consummation by Merger Partner of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or Bylaws of Merger Partner or of the charter, bylaws or other organizational document of any Subsidiary of Merger Partner, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (each, a “LiensLien”) on Merger Partner’s or any of its Subsidiaries’ assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to be disclosed in Section 3.11(a) of the which Merger Partner Disclosure Schedulesor any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, have not had, and are not reasonably be expected likely to result in have, a Merger Partner Material Adverse Effect. Section 3.4(b) of the Merger Partner Disclosure Schedule lists all consents, waivers and approvals under any of Merger Partner’s or any of its Subsidiaries’ agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated by this Agreement, which, if individually or in the aggregate were not obtained, would result in a material loss of benefits to Merger Partner, Public Company or the Surviving Corporation as a result of the Merger. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Merger Partner or the consummation by Xxxxxx Merger Partner of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected likely to result in have a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P.Stock, which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company meeting (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of to adopt this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Merger Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Merger Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner SkillSoft has all requisite corporate power and authority to enter into this Agreement andAgreement, and the SmartForce Option Agreement, subject (in the case of the Merger Agreement) only to the adoption of this Agreement and the approval of the Merger (the “Merger Partner "SkillSoft Voting Proposal”") by Xxxxxx Partner’s SkillSoft's stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner "SkillSoft Stockholder Approval”) "), to consummate the transactions contemplated by this Agreement and the SmartForce Option Agreement. Without limiting the generality of the foregoing, the Merger Partner SkillSoft Board, at a meeting duly called meeting at which and held, by the unanimous vote of all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair tofair, advisable and in the best interests of, Merger Partner of SkillSoft and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by adopted this Agreement in accordance with the provisions of the DGCL, and (iii) declared directed that this Agreement advisable, and (iv) determined the Merger be submitted to the stockholders of SkillSoft for their adoption and approval and resolved to recommend that the stockholders of Xxxxxx Partner SkillSoft vote to adopt in favor of the adoption of this Agreement and thereby approve the Merger and such other actions as contemplated herebyapproval of the Merger. The execution and delivery of this Agreement and the SmartForce Option Agreement and the consummation of the transactions contemplated thereby by this Agreement by Xxxxxx Partner SkillSoft have been duly authorized by all necessary corporate action on the part of Merger PartnerSkillSoft, subject only (in the case of the Merger Agreement) to the required receipt of the Merger Partner SkillSoft Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution SkillSoft and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger PartnerSkillSoft, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles (the “"Bankruptcy and Equity Exception”"). The SmartForce Option Agreement, upon its execution, will be duly executed and delivered by SkillSoft and will constitute the valid and binding obligation of SkillSoft, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Xxxxxx Partner does SkillSoft do not, and the consummation by Merger Partner SkillSoft of the transactions contemplated by this Agreement and the SmartForce Option Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of Merger PartnerSkillSoft or of the charter, by-laws, or other organizational document of any Subsidiary of SkillSoft, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgagemortgages, security interestinterests, pledgepledges, lienliens, charge charges or encumbrance encumbrances of any nature (“"Liens”") on Merger Partner’s SkillSoft's or any of its Subsidiaries' assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which SkillSoft or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner SkillSoft Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivvi) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner SkillSoft or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses which, individually or in the aggregate, are not, reasonably likely to have a SkillSoft Material Adverse Effect. Section 3.4(b) of the SkillSoft Disclosure Schedule lists all consents, waivers and approvals under any of SkillSoft's or any of its Subsidiaries' agreements, licenses or leases required to be expected to obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate were not obtained, would result in a Merger Partner Material Adverse Effectmaterial loss of benefits to SkillSoft, SmartForce or the Surviving Corporation as a result of the Merger. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “"Governmental Entity”") or any stock market or stock exchange on which shares of SkillSoft Common Stock are listed for trading is required by or with respect to Merger Partner SkillSoft or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner and the SmartForce Option Agreement or the consummation by Xxxxxx Partner SkillSoft of the transactions contemplated by this Agreementthereby, except for (i) the pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) any actions or filings required under the Irish Mergers and Take-Overs (Control) Acts, 1978 to 1996 or any statutory provision supplementing, amending or replacing the same (the "Irish Mergers Act"), (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner SkillSoft is qualified as a foreign corporation to transact business, (iiiv) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “"SEC”") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iiiv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 of the Securities Act as may be required in connection with this Agreement and the SmartForce Option Agreement and the transactions contemplated hereby, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws and the Laws laws of any foreign country, including the consent of the Irish Takeover Panel for the purpose of any relevant rules of the Irish Takeover Panel Act, 1997, Takeover Rules and Substantial Acquisition Rules (ivthe "Irish Takeover Act") and compliance with any directions or rulings of the Irish Takeover Panel, (vii) if required by The Nasdaq Stock Market, Inc., the filing of a Notification Form: Listing of Additional Shares with The Nasdaq Stock Market, Inc. for the SkillSoft Common Stock issuable under the SmartForce Option Agreement and (viii) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregatewhich, if not obtained or made, would not be reasonably expected likely to result in have a Merger Partner SkillSoft Material Adverse Effect. (d) The affirmative vote in favor for adoption of the Merger Partner SkillSoft Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred SkillSoft Common Stock held by on the record date for the meeting of SkillSoft's stockholders of Merger Partner other than Petrichor, and to consider the SkillSoft Voting Proposal (Bthe "SkillSoft Meeting") at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s SkillSoft's capital stock or other securities necessary for the adoption of to adopt this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner SkillSoft of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner SkillSoft having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner SkillSoft may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Optium has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreement. Without limiting Assuming the generality accuracy of the foregoingrepresentations set forth in Section 4.24, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated hereby. The execution and delivery of this Agreement by Optium and the consummation by it of the transactions contemplated by this Agreement by Xxxxxx Partner have been duly authorized by all necessary corporate action on the part of Merger PartnerOptium, subject only to the required receipt adoption and approval of this Agreement and the Merger by the affirmative vote of a majority of the Merger Partner outstanding shares of Optium Common Stock (the "Optium Stockholder Approval"). The directors of Optium have unanimously approved this Agreement, declared the Merger to be advisable and in the best interests of and fair to Optium's stockholders, and resolved to recommend to the Optium stockholders that such stockholders vote in favor of the adoption of and approval of this Agreement and the Merger (the "Optium Board Recommendation"). This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Optium and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger PartnerOptium, enforceable against such party Optium in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium except as such enforceability may be limited by (i) bankruptcy Law and other similar Laws of general applicability relating to or Law affecting creditors’ ' rights generally and to (ii) general principles of equity, regardless of whether asserted in a proceeding in equity principles (the “Bankruptcy and Equity Exception”)or at law. (b) The execution and delivery of this Agreement by Xxxxxx Partner Optium does not, and the consummation by Merger Partner it of the transactions contemplated by this Agreement shall will not, (i) contravene, conflict with, or result in any violation or breach of, of any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Merger PartnerOptium, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesof, or render void, voidable or without further binding effect, any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Optium or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c)contravene, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Merger Partner Optium or any of its Subsidiaries or any of their properties or assets, or (iv) result in the creation of any lien, pledge, charge, claim, restriction on transfer, mortgage, security interest or other encumbrances of any sort (collectively, "Liens") upon any of the properties or assets of Optium or its Subsidiaries, except in the case of clauses (ii), (iii) and (iiiiv) of this Section 3.4(b)for any such conflicts, as would notviolations, defaults, terminations, cancellations, accelerations, Liens or other detriments which, individually or in the aggregate, would not be reasonably be expected likely to result in have a Merger Partner Material Adverse EffectEffect on Optium, or a material adverse effect on the ability of the parties to consummate the transactions contemplated by this Agreement. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any courtgovernment, arbitrational tribunalgovernmental or regulatory entity or body, administrative department, commission, board, agency or commission instrumentality, or any administrative or regulatory agency or other governmental or regulatory authorityquasi-governmental authority or instrumentality, agency or instrumentality any court, tribunal, judicial body, governmental arbitrator or other similar entity or body, in each case whether federal, state, county, provincial or other political subdivision, and whether local, foreign or supranational (a “"Governmental Entity”") is required to be obtained or made by or with respect to Merger Partner Optium or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner Optium or the consummation by Xxxxxx Partner Optium of the transactions contemplated by this Agreementhereby, except for (i) the filing of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing by Finisar of the Registration Statement (as defined in Section 3.20) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Act of 1933, as amended (the "Securities Act"), (iii) the filing of the Certificate of Merger with the Delaware Secretary of State of Delaware in accordance with the DGCL and the filing of appropriate corresponding documents with the appropriate relevant authorities of other states in which Merger Partner is qualified as a foreign corporation to transact businessOptium or any of its Subsidiaries conduct business or owns assets, (iiiv) the filing of the Registration Joint Proxy Statement (as defined in Section 3.20) and the Proxy Statement/Prospectus related proxy materials with the U.S. Securities and Exchange Commission (the “SEC”) SEC in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such other filings as are required to be made with the SEC under the Exchange Act in connection with the transactions contemplated by this Agreement, (iiiv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually country or in under the aggregaterules of the NASDAQ Stock Market which, if not obtained or made, would not be reasonably expected likely to result in have a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor Effect on Optium, or a material adverse effect on the ability of the Merger Partner Voting Proposal parties to consummate the transactions contemplated by this Agreement and (vi) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on Optium, or a material adverse effect on the holders of a (i) majority ability of the votes represented by parties to consummate the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Merger Partner Company Voting Proposal”) by Xxxxxx Partnerthe Company’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Company Stockholder Approval”) ), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board of Directors of the Company (the “Company Board”), at a meeting duly called meeting at which and held on or prior to the date hereof, by the unanimous vote of all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, to and in the best interests of, Merger Partner of the Company and its stockholders, (ii) approved this Agreement, the Merger Agreement and the actions contemplated by this Agreement declared its advisability in accordance with the provisions of the DGCL, (iii) declared directed that this Agreement advisable, and (iv) determined the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of Xxxxxx Partner the Company vote to adopt in favor of the adoption of this Agreement and thereby approve the approval of the Merger, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and such any other actions as transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner the Company have been duly authorized by all necessary corporate action on the part of Merger Partnerthe Company, subject only to the required receipt of the Merger Partner Company Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Company and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partnerthe Company, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Partner does the Company do not, and the consummation by Merger Partner the Company of the transactions contemplated by this Agreement Agreement, including, subject to Section 6.22 of this Agreement, the Distribution, shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of Merger Partnerthe Company or of the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge Lien on the Company’s or encumbrance any of any nature (“Liens”) on Merger Partnerits Subsidiary’s assets (including Merger Partner Intellectual Property) under under, any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivvi) of Section 3.4(c3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)3.3(b) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, reasonably be expected to result in would not have a Merger Partner Company Material Adverse Effect. Section 3.3(b) of the Company Disclosure Schedule lists all material consents, waivers and approvals under any of the Company’s or any of its Subsidiaries’ agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) or any stock market or stock exchange on which shares of Company Common Stock are listed for trading is required by or with respect to Merger Partner the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Company or the consummation by Xxxxxx Partner the Company of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner the Company is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iiiiv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws and the Laws securities laws of any foreign country, country and (ivvi) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effectconnection with any applicable Antitrust Law. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Company Common Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public on the record date for the Company (collectively, the “Written Consents”), Stockholders Meeting is the only vote of the holders of any class or series of Merger Partnerthe Company’s capital stock or other securities necessary for the adoption and approval of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner the Company of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner the Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Section 3.4.1 The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement andand each Ancillary Agreement to which it is a party, subject only to perform its obligations hereunder and thereunder and to consummate the adoption transactions that are contemplated by this Agreement and each Ancillary Agreement to be consummated by the Company. The execution and delivery of this Agreement (and each Ancillary Agreement to which it is a party by the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL Company and the certificate consummation of incorporation the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Merger Partner (the “Merger Partner Stockholder Approval”) Company and no stockholder votes are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated by this Agreementhereby or thereby other than, with respect to the Merger, as provided in Section 3.18. Without limiting the generality of the foregoing, the Merger Partner BoardThe Special Committee, at a meeting thereof duly called meeting at which all directors were presentand held, by a unanimous vote, or via unanimous written consent (i) unanimously determined that the Merger is and the other transactions contemplated herein are fair to, and in the best interests of, Merger Partner the Company and its stockholdersthe stockholders of the Company (other than Parent and any Parent Subsidiary), (ii) approved this Agreement, and has declared the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (ivii) determined to recommend unanimously recommended that the stockholders of Xxxxxx Partner vote to Company Board approve and adopt the Merger and this Agreement. In accordance with the Company Certificate and the Company By-Laws, the Company Board has approved this Agreement and each Ancillary Agreement to which it is a party, declared advisable the transactions contemplated hereby and thereby approve and has directed that the Merger Merger, this Agreement and each Ancillary Agreement to which it is a party and the transactions contemplated hereby and thereby be submitted to the Company's stockholders for approval at a meeting of such stockholders. This Agreement and each Ancillary Agreement to which it is a party have been duly authorized and validly executed and delivered by the Company and constitute a legal valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other actions as contemplated hereby. similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). Section 3.4.2 The execution and delivery of this Agreement and each Ancillary Agreement to which it is a party by the consummation of Company does not, and the transactions contemplated by this Agreement by Xxxxxx Partner have been duly authorized by all necessary corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution and delivery performance of this Agreement and each Ancillary Agreement to which it is a party by Public Companythe Company will not, constitutes (A) (assuming the valid stockholder approval set forth in Section 3.18 is obtained) conflict with or violate any provision of the Company Certificate or Company By-laws or any equivalent organizational documents of any Company Subsidiary (including but not limited to approvals by members of the Company Board as described in Article III, Section 2 of the Company By-laws), (B) assuming that all consents, approvals, authorizations and binding obligation permits described in Section 3.4.3 have been obtained and all filings and notifications described in Section 3.4.3 have been made, conflict with or violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of Merger Partnerthe Company or any Company Subsidiary is bound or affected or (C) require any consent or approval under, enforceable against result in any breach of or any loss of any benefit under, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit or other instrument or obligation, other than, in the case of each of clauses (B) and (C), any such party items that individually or in accordance with its termsthe aggregate, subject would not be reasonably expected to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”)have a Material Adverse Effect. (b) Section 3.4.3 The execution and delivery of this Agreement and each Ancillary Agreement to which it is a party by Xxxxxx Partner the Company does not, and the consummation by Merger Partner performance of the transactions contemplated by this Agreement shall and each Ancillary Agreement to which it is a party by the Company will not, (i) conflict withrequire any consent, approval, authorization or result in any violation or breach of, any provision of the certificate of incorporation or bylaws of Merger Partner, (ii) conflict with, or result in any material violation or breach permit of, or constitute (filing with or without notice notification to, any Governmental Entity or lapse any other person, except (A) under the Exchange Act, Securities Act, any applicable Blue Sky Law, the rules and regulations of timethe Exchange, applicable Company Gaming Laws and the filing and recordation of the Certificate of Merger as required by the DGCL and (B) where failure to obtain such consents, approvals, authorizations or permits, or both) a default (to make such filings or give rise notifications to a right of terminationperson other than a Governmental Entity, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedules, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger Partner or any of its properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to result in (1) prevent or unreasonably delay consummation of the Merger, (2) otherwise prevent or delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement to which it is a Merger Partner party, or (3) have a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner Section 3.4.4 Neither Section 203 of the transactions DGCL, nor any other state takeover statute or similar statute or regulation is applicable to or purports to be applicable to the Merger or any other transaction contemplated by this Agreement or any Ancillary Agreement, except for (i) . Section 3.4.5 The Special Committee has been duly formed and authorized by the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) Company Board in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws Company By-laws and the Laws of any foreign countryDGCL to, (iv) such among other consentsthings, declarations, authorizations, orders, filings, approvals negotiate the Merger and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor this Agreement on behalf of the Merger Partner Voting Proposal by Company. The Special Committee is comprised solely of members of the holders Company Board who are not employees, officers, consultants or directors of Parent. The Special Committee has at a meeting thereof, duly called and held, (i) majority of unanimously determined that the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There Agreement are no bondsfair to, debenturesand in the best interests of, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having Company and the right to vote) on any matters on which stockholders of the Company (other than Parent and any Parent Subsidiary), and has declared the Merger Partner may voteadvisable, and (ii) unanimously recommended to the Company Board to approve and adopt the Merger and this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner The Company has all requisite corporate power and authority to enter into this Agreement Agreement, perform its obligations hereunder and, subject only to assuming that the adoption Merger will be consummated in accordance with Section 251(h) of the DGCL, consummate the Merger. The Company Board, at a meeting duly called and held, by the unanimous vote of all directors, duly adopted resolutions (i) approving the execution and delivery by the Company of this Agreement (and declaring the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under advisability of this Agreement, the DGCL Merger, the Offer and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (iii) determined declaring that the Merger it is fair to, and in the best interests ofof the Company and the stockholders of the Company that the Company enter into this Agreement and consummate the Merger and that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, in each case on the terms and subject to the conditions set forth herein, (iii) declaring that the terms of the Offer and the Merger Partner are fair to the Company and its the Company’s stockholders, (iiiv) recommending that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Purchaser pursuant to the Offer and (v) subject to the accuracy of the Parent’s and the Purchaser’s representation and warranty set forth in Section 4.6 hereof, approved this Agreementthe Parent, the Merger Purchaser and their respective Affiliates and this Agreement and the actions transactions contemplated by hereby (including the Offer and the Merger) in order to render the restrictions on business combinations set forth in Section 203 of the DGCL to be inapplicable to the Parent, the Purchaser and their respective Affiliates and this Agreement and the transactions contemplated hereby (including the Offer and the Merger). Assuming the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.6 and that the Merger will be consummated in accordance with the provisions Section 251(h) of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner the Company have been duly authorized by all necessary corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder ApprovalCompany. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Company and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partnerthe Company, enforceable against such party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Partner does the Company do not, and (assuming that the Merger will be consummated in accordance with Section 251(h) of the DGCL) the consummation by Merger Partner the Company of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws of Merger Partnerthe Company or any Subsidiary of the Company, (ii) conflict with, or result in any material violation or breach of, or constitute a default (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result (or, with or without notice or lapse of time, or both, would result) in the creation or imposition of any mortgageLien on any asset, security interestproperty or right of the Company or any of its Subsidiaries under, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties, rights or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner the Company or any of its properties Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect and would not reasonably be expected to result prevent, or materially impair or delay, the ability of the Company to consummate the Offer or the Merger (provided that, with respect to clause (ii) only, the existence of a change of control or similar provision in a Merger Partner Material Adverse Effectand of itself (and not the consequences of failing to satisfy such provision) shall not be deemed to prevent, or materially impair or delay, the ability of the Company to consummate the Offer or the Merger). (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency Governmental Entity or commission any stock market or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) stock exchange on which shares of Company Common Stock are listed for trading is required by or with respect to Merger Partner the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Company or the consummation by Xxxxxx Partner the Company of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act, and any other applicable Antitrust Laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner the Company is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Statement Offer Documents and the Proxy Statement/Prospectus Schedule 14D-9 with the U.S. Securities and Exchange Commission (the “SEC”) SEC in accordance with the Exchange Act, (iiiiv) the filing of such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations declarations, notices and filings as may be required under applicable state securities Laws laws, the rules and regulations of the Laws of any foreign countryNasdaq Stock Market, and (ivvi) such other consents, declarationsapprovals, licenses, permits, orders, authorizations, ordersregistrations, filingsdeclarations, approvals notices and registrations thatfilings which, if not obtained or made, individually or in the aggregate, if not obtained or made, would not be reasonably likely to have a Company Material Adverse Effect and would not reasonably be expected to result in a Merger Partner Material Adverse Effectprevent, or materially impair or delay, the ability of the Company to consummate the Offer or the Merger. (d) The affirmative vote in favor Assuming the accuracy of the Parent’s and the Purchaser’s representation and warranty set forth in Section 4.6 and that the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%will be consummated in accordance with Section 251(h) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than PetrichorDGCL, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only no vote of the holders of any class or series of Merger Partnerthe Company’s capital stock or other securities is necessary for the adoption of this Agreement by Xxxxxx Partner and or for the consummation by Xxxxxx Partner the Company of the other transactions contemplated by this AgreementMerger. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner the Company may vote. (e) The Compensation Committee of the Company Board, or a committee of the Company Board consisting solely of independent directors (as defined in the Nasdaq Marketplace Rules), has taken, at a duly convened meeting thereof, all such actions as may be required to cause to be exempted under Rule 14d-10(d)(2) under the Exchange Act any and all employment compensation, severance and employee benefit agreements and arrangements (including the transactions contemplated hereby) that have been entered into or granted by the Company or any of its Subsidiaries with or to directors, officers, or employees of the Company or any of its Subsidiaries, and to cause such agreements and arrangements to satisfy the non-exclusive safe harbor provisions of Rule 14d-10(d)(2) under the Exchange Act.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Each of TranS1 and Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner TranS1 Stockholder Approval”) , to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Merger Partner TranS1 Board and the Transitory Subsidiary Board, at a meeting duly called meeting at which and held, by the unanimous vote of all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is advisable, fair to, and in the best interests ofof TranS1, Merger Partner the Transitory Subsidiary and its stockholders, their respective stockholders and (ii) approved this Agreement, directed that the Merger TranS1 Voting Proposal be submitted to the stockholders of TranS1 for their approval and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined resolved to recommend that the stockholders of Xxxxxx Partner TranS1 vote to adopt this Agreement and thereby approve in favor of the Merger and such other actions as contemplated herebyapproval of the TranS1 Voting Proposal. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner TranS1 and Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of Merger Partnereach of TranS1 and Transitory Subsidiary, subject only to the required receipt of the Merger Partner TranS1 Stockholder ApprovalApproval and the adoption of this Agreement by TranS1 in its capacity as the sole stockholder of Transitory Subsidiary. TranS1 agrees to take the appropriate action to so adopt this Agreement promptly following the date hereof. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution each of TranS1 and delivery of this Agreement by Public Company, Transitory Subsidiary and constitutes the valid and binding obligation of Merger Partnereach of TranS1 and Transitory Subsidiary, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Partner does each of TranS1 and Transitory Subsidiary do not, and the consummation by Merger Partner TranS1 and Transitory Subsidiary of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or Bylaws of TranS1 or Transitory Subsidiary or of the charter, bylaws or other organizational document of Merger Partnerany other Subsidiary of TranS1, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge Lien on TranS1’s or encumbrance any of any nature (“Liens”) on Merger Partner’s its Subsidiaries’ assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which TranS1 or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner TranS1 Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivvii) of Section 3.4(c4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner TranS1 or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii. Section 4.4(b) of the TranS1 Disclosure Schedule lists all consents, waivers and approvals under any of TranS1’s or any of its Subsidiaries’ agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated by this Section 3.4(b)Agreement, as would notwhich, if individually or in the aggregateaggregate were not obtained, reasonably be expected to would result in a Merger Partner Material Adverse Effectmaterial loss of benefits to TranS1, Baxano or Surviving Corporation as a result of the Merger. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency Governmental Entity or commission any stock market or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) stock exchange on which shares of TranS1 Common Stock are listed for trading is required by or with respect to Merger Partner TranS1 or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner TranS1 or Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact businessState, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Securities Act, (iii) the filing of the Proxy Statement with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws and the Laws laws of any foreign country, (ivvi) the filings with NASDAQ described in Section 6.3, (vii) the filing of a Form D pursuant to SEC Regulation D and (viii) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in have a Merger Partner TranS1 Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner TranS1 Voting Proposal by the holders of a (i) majority of the votes shares of TranS1 Common Stock present or represented by proxy and entitled to vote thereon at the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), TranS1 Meeting is the only vote of the holders of any class or series of Merger PartnerTranS1’s capital stock or other securities necessary for to approve the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this AgreementTranS1 Voting Proposal. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner TranS1 having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner TranS1 may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other agreements contemplated hereby and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the other agreements contemplated hereby and, subject to obtaining the Company Stockholder Approval, which is the only to approval required from the adoption Company Stockholders, the performance by the Company of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate consummation by the Company of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated hereby and thereby have been duly and validly authorized by this Agreementall necessary corporate and other action on the part of the Company. Without limiting the generality of the foregoing, the Merger Partner BoardBoard of Directors of the Company, at a meeting duly called meeting at which and held, by the unanimous vote of all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is advisable, fair to, and in the best interests of, Merger Partner of the Company and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, and (iii) declared directed that this Agreement advisable, and (iv) determined the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of Xxxxxx Partner the Company vote to adopt this Agreement and thereby approve in favor of the Merger and such other actions as contemplated hereby. The execution and delivery adoption of this Agreement and the consummation approval of the transactions Merger. This Agreement and all other agreements contemplated by this Agreement by Xxxxxx Partner hereby have been duly authorized by all necessary corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder Approval. This Agreement has been duly and validly executed and delivered by Xxxxxx Partner and, assuming the due execution Company and delivery of this Agreement by Public Company, constitutes the constitute or will constitute valid and binding obligation obligations of Merger Partnerthe Company, enforceable against such party it in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar (A) Laws of general applicability application relating to or affecting creditors’ rights bankruptcy, insolvency and the relief of debtors and (B) rules of Law governing specific performance, injunctive relief and other equitable remedies (such Laws in clauses (A) and (B) are hereinafter collectively referred to general equity principles (as the “Applicable Bankruptcy and Equity ExceptionLaws”). (b) The Subject to the filing of the First Certificate of Merger and the Second Certificate of Merger as required by the DGCL, neither the execution and delivery by the Company of this Agreement or any other agreement contemplated hereby, nor the performance by Xxxxxx Partner does notthe Company of its obligations hereunder or thereunder, and nor the consummation by Merger Partner the Company of the transactions contemplated by this Agreement shall nothereby or thereby, will (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws of Merger Partner, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedules, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger Partner or any of its properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Merger Partner Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner provision of the transactions contemplated by this Agreement, except for (i) the filing Organizational Documents of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified Company, each as a foreign corporation amended or restated to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.date,

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Merger Partner has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Merger Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) ), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a meeting duly called meeting at which and held, by the unanimous vote of all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Merger Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Merger Partner have been duly authorized by all necessary corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Merger Partner and, assuming the due execution and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partner, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Merger Partner does not, and the consummation by Merger Partner of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws of Merger Partner, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a3.11(d) of the Merger Partner Disclosure Schedules, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner or any of its properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, have not had, and are not reasonably be expected likely to result in, the loss of a material benefit to, or in a the creation of any material liability for, Merger Partner Material Adverse EffectPartner. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authorityauthority or Regulating Authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution and delivery of this Agreement by Xxxxxx Merger Partner or the consummation by Xxxxxx Merger Partner of the transactions contemplated by this Agreement, except for (i) (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws and the Laws laws of any foreign country, country and (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a loss of a material benefit to, or the creation of any material liability for, Merger Partner Material Adverse EffectPartner, Public Company or the Surviving Corporation as a result of the Merger. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) a majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basisCapital Stock, and (ii) majority two-thirds of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an asStock, and (iii) two-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent thirds of the holders of at least seventy percent (70%) of votes represented by the outstanding shares of Merger Partner Series D B Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P.Stock, which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company meeting (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of to adopt this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Merger Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Merger Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner COR has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated hereby. The execution and delivery of this Agreement and the COR Voting Agreements and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner COR have been duly authorized by all necessary corporate action on the part of Merger PartnerCOR and its Subsidiaries, subject only to the required receipt adoption of this Agreement and the approval of the Merger Partner Stockholder Approvalby COR's stockholders under the DGCL. Without limiting the generality of the preceding sentence, the board of directors of COR (at a meeting duly called and held) has (i) unanimously determined that the Merger is advisable and in the best interests of COR and its stockholders, (ii) unanimously authorized and approved the execution, delivery and performance of this Agreement by COR and unanimously approved the Merger, (iii) unanimously recommended the adoption of this Agreement and the approval of the Merger by COR's stockholders and directed that this Agreement be submitted for consideration by COR's stockholders at a meeting of COR's stockholders, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Merger and the other transactions contemplated by this Agreement or the COR Voting Agreements not to be subject to the restrictions set forth in any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution COR and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger PartnerCOR, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles (the “"Bankruptcy and Equity Exception”"). (b) The execution and delivery of this Agreement by Xxxxxx Partner COR does not, and the consummation by Merger Partner of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of Merger PartnerCOR, or the charter, by-laws, or other organizational document of any Subsidiary of COR, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or constitute a change in control under, or require the payment of a penalty under or result in the imposition of any mortgagelien on COR's or any of its Subsidiaries' assets under, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required material note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which COR or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner COR or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and or (iii) of this Section 3.4(b), as would notfor any conflicts or violations which, individually or in the aggregate, are not reasonably be expected likely to result in have a Merger Partner COR Material Adverse Effect. (c) No consent, approval, license, permit, waiver, order or authorization of, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental authority or regulatory authorityinstrumentality, agency foreign or instrumentality domestic (a “"Governmental Entity”") is required by or with respect to Merger Partner COR or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreementhereby, except for (i) the filing of a pre-merger notification report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, ("HXX Xxx") xxx xxx termination or expiration of the waiting period applicable thereto, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact businessState, (iiiii) the filing of the Registration Joint Proxy Statement and the Proxy Statement/Prospectus (as defined in Section 3.21 below) with the U.S. Securities and Exchange Commission (the “"SEC”") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iiiiv) the filing of such reports or schedules under Section 13 of the Exchange Act and materials under Rule 165 and Rule 425 of the Securities Act of 1933, as amended (the "Securities Act") as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws and the Laws of any foreign country, (ivvi) such other consents, declarationslicenses, permits, orders, authorizations, orders, filings, approvals and registrations that, individually or in the aggregatewhich, if not obtained or made, would not be reasonably expected likely, individually or in the aggregate, to result in have a Merger Partner COR Material Adverse Effect. (d) . The affirmative only COR stockholder vote in favor required for the approval of the Merger Partner COR Voting Proposal by the holders of a (ias defined in Section 6.05(a) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (iibelow) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) is the affirmative vote or written consent of the holders of at least seventy percent (70%) a majority of the outstanding shares of Merger Partner Series D Preferred COR Common Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, on the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary record date for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote COR Meeting (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may voteas defined in Section 3.21 below).

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Each of the Parent, US Holdco and the Merger Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject only to the adoption of this Agreement by US Holdco as the sole stockholder of the Merger Sub (which shall occur no later than immediately after the “Merger Partner Voting Proposal”execution and delivery of this Agreement) by Xxxxxx Partner’s stockholders under and receipt of the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Parent Stockholder Approval”) , to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated hereby. The execution and delivery of this Agreement of, and the consummation of the transactions contemplated by by, this Agreement by Xxxxxx Partner the Parent, US Holdco and the Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Parent, US Holdco and the Merger PartnerSub, subject only to the required adoption of this Agreement by US Holdco as the sole stockholder of the Merger Sub (which shall occur immediately after the execution and delivery of this Agreement) and receipt of the Merger Partner Parent Stockholder Approval. The Parent Board, at a meeting duly called and held, by the unanimous vote of all directors, duly resolved (i) that the entry into this Agreement and consummation of the Merger, the Rights Issue and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein, are most likely to promote the success of the Parent for the benefit of its stockholders as a whole (ii) to approve this Agreement, the Merger, the Rights Issue, and the other transactions contemplated by this Agreement, and (iii) to direct that the Merger and the stockholder resolutions required to approve the Merger and to implement the Rights Issue be submitted to the Parent’s stockholders at the Parent Stockholders Meeting for their approval and to recommend that the shareholders of the Parent pass the stockholder resolutions required to approve the Merger and to implement the Rights Issue. The board of directors of US Holdco has approved this Agreement, the Merger and the other transactions contemplated by this Agreement. The board of directors of the Merger Sub has (x) approved and declared the advisability of this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) directed that this Agreement be submitted to the sole stockholder of the Merger Sub for its adoption and recommended that the sole stockholder of the Merger Sub adopt this Agreement. This Agreement has been duly executed and delivered by Xxxxxx Partner each of the Parent, US Holdco and the Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by Public the Company, constitutes the valid and binding obligation of each of the Parent, US Holdco and the Merger PartnerSub, enforceable against such party each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Partner does each of the Parent, US Holdco and the Merger Sub do not, and (assuming receipt of the Parent Stockholder Approval) the consummation by the Parent, US Holdco and the Merger Partner Sub of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation incorporation, bylaws, articles or bylaws other organizational documents of the Parent, US Holdco or the Merger PartnerSub, (ii) other than the Cineworld Credit Facility, which shall be repaid and terminated at the Closing, conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required material agreement or other instrument to be disclosed in Section 3.11(a) of which the Parent, US Holdco or the Merger Partner Disclosure SchedulesSub is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivv) of Section 3.4(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to the Parent, US Holdco or the Merger Partner Sub or any of its or their respective properties or assets, or any other Applicable Law, except in the case of clauses (ii) and (iii) of this Section 3.4(b)4.2(b) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to result in have a Merger Partner Parent Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency Governmental Entity or commission any stock market or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) stock exchange on which shares of common stock of the Parent are listed for trading is required by or with respect to the Parent, US Holdco or the Merger Partner Sub in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Parent, US Holdco or the Merger Sub or the consummation by Xxxxxx Partner the Parent, US Holdco or the Merger Sub of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act and any requirements under other applicable Antitrust Laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner the Company is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Information Statement and the or Proxy Statement/Prospectus , as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) SEC in accordance with the Exchange Act, (iiiiv) the filing and/or approval of such other prospectuses, circulars, documents, reports, schedules or materials as may be required by the UKLA or the Exchange Act in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations declarations, notices and filings as may be required under applicable state securities Laws laws and the Laws rules and regulations of any foreign countrythe UKLA and the London Stock Exchange, and (ivvi) such other consents, declarationsapprovals, licenses, permits, orders, authorizations, ordersregistrations, filingsdeclarations, approvals notices and registrations that, individually or in the aggregatefilings which, if not obtained or made, would not reasonably be reasonably expected to result have, individually or in the aggregate, a Merger Partner Parent Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of Merger Partner the Parent may vote. None of the Parent, US Holdco or the Merger Sub owns any shares of Company Common Stock or any securities convertible into, or exchangeable for, shares of Company Common Stock. (e) The Parent Stockholder Approval is the only vote of the holders of any class or series of the Parent’s capital stock or other securities necessary for the consummation by the Parent of the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Larscom has all requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject only to the adoption of this Agreement and approval of the Merger (the “Merger Partner "Larscom Voting Proposal”") by Xxxxxx Partner’s Larscom's stockholders under the DGCL and the certificate rules of incorporation of Merger Partner The Nasdaq Stock Market, Inc. and applicable law (the “Merger Partner "Larscom Stockholder Approval”) "), to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Larscom Board, at a meeting duly called meeting at which and held, by the unanimous vote of all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair tofair, advisable and in the best interests of, Merger Partner of Larscom and its stockholders, (ii) adopted and approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCLDGCL and the Larscom Charter Documents, (iii) declared this approved the Larscom Voting Agreement advisableand the transactions contemplated thereby, and (iv) determined directed that this Agreement and the Larscom Voting Proposal be submitted to the stockholders of Larscom for their adoption and approval and resolved to recommend that the stockholders of Xxxxxx Partner Larscom vote to adopt in favor of the adoption of this Agreement and thereby approve the Merger and such other actions as contemplated herebyapproval of the Larscom Voting Proposal. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by Xxxxxx Partner Larscom have been duly authorized by all necessary corporate action on the part of Merger PartnerLarscom, subject only to the required receipt of the Merger Partner Larscom Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Larscom and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger PartnerLarscom, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles (the “"Bankruptcy and Equity Exception”"). No takeover statute or similar statute or regulation applies to the Merger, this Agreement or any of the transactions contemplated hereby. (b) The execution and delivery of this Agreement by Xxxxxx Partner does Larscom do not, and the consummation by Merger Partner Larscom of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Merger PartnerLarscom or of the charter, bylaws, or other organizational document of any Subsidiary of Larscom, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgagemortgages, security interestinterests, pledgepledges, lienliens, charge charges or encumbrance encumbrances of any nature (“"Liens”") on Merger Partner’s Larscom's or any of its Subsidiaries' assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Larscom or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Larscom Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivvi) of Section 3.4(c3.5(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger Partner or any of its properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Merger Partner Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.law,

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Each of the Parent and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption approval of this Agreement (the “Merger Partner Parent Voting Proposal”) Proposal by Xxxxxx Partner’s the Parent's stockholders under the DGCL rules of The Nasdaq Stock Market (the "Parent Stockholder Approval") and the certificate vote of incorporation the Parent, as sole stockholder of Merger Partner the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the “Merger Partner Stockholder Approval”) execution of this Agreement), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board of Directors of the Parent (the "Parent Board"), at a meeting duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent and held (i) determined that the Merger is fair to, and in the best interests of, Merger Partner of the Parent and its stockholders, (ii) approved this Agreement, directed that the Merger and Parent Voting Proposal be submitted to the actions contemplated by this Agreement in accordance with the provisions stockholders of the DGCL, (iii) declared this Agreement advisable, Parent for their approval and (iv) determined resolved to recommend that the stockholders of Xxxxxx Partner the Parent vote in favor of the Parent Voting Proposal and (iii) to adopt this Agreement and thereby approve the extent necessary, adopted a resolution having the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and such any other actions as transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner the Parent and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of Merger Partnereach of the Parent and the Transitory Subsidiary (other than the adoption of this Agreement by the Parent in its capacity as the sole stockholder of the Transitory Subsidiary, which shall occur immediately after the execution and delivery of this Agreement), subject only to the required receipt of the Merger Partner Parent Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming each of the due execution Parent and delivery of this Agreement by Public Company, the Transitory Subsidiary and constitutes the valid and binding obligation of Merger Partnereach of the Parent and the Transitory Subsidiary, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Partner does each of the Parent and the Transitory Subsidiary do not, and the consummation by Merger Partner the Parent and the Transitory Subsidiary of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of Merger Partnerthe Parent or the Transitory Subsidiary, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgageLien on the Parent's or the Transitory Subsidiary's assets under, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Parent or the Transitory Subsidiary is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Parent Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivviii) of Section 3.4(c4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner the Parent or the Transitory Subsidiary or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)4.3(b) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, are not reasonably be expected likely to result in have a Merger Partner Parent Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) Entity is required by or with respect to Merger Partner the Parent or the Transitory Subsidiary in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Parent or the Transitory Subsidiary or the consummation by Xxxxxx Partner the Parent or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner the Company is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) SEC in accordance with the Exchange Act, (iiiiv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign countrylaws, (ivvii) such other consents, declarationslicenses, permits, orders, authorizations, orders, filings, approvals and registrations that, individually or in the aggregatewhich, if not obtained or made, would not be reasonably expected likely, individually or in the aggregate, to result in have a Merger Partner Parent Material Adverse EffectEffect and (viii) the filing with The Nasdaq Stock Market of a Notification Form for Listing of Additional Shares with respect to the shares of Parent Common Stock issuable in connection with the Merger. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes shares of Parent Common Stock present or represented by proxy and voting at the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), Parent Stockholders Meeting is the only vote of the holders of any class or series of Merger Partner’s the Parent's capital stock or other securities necessary for approval of the adoption of this Agreement by Xxxxxx Partner Parent Voting Proposal and for the consummation by Xxxxxx Partner the Parent of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner the Parent may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement Agreement, the Merger and the transactions contemplated hereby (the “Merger Partner Company Voting Proposal”) by Xxxxxx Partnerthe Company’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Company Stockholder Approval”) ), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, (A) the Merger Partner Company Board, at a meeting duly called meeting at which all directors were presentand held has, by acting upon the unanimous recommendation of the Special Committee, unanimously (other than with respect to a unanimous votesingle director who recused himself from deliberations concerning, or via unanimous written consent and voting with the Company Board on, this transaction) (i) determined that this Agreement, the Merger is and the transactions contemplated hereby are fair to, and in the best interests of, Merger Partner of the Company and its stockholders, (ii) approved this Agreement, the Merger Agreement and the actions contemplated by this Agreement declared its advisability in accordance with the provisions of the DGCL, (iii) declared directed that this Agreement advisable, be submitted to the stockholders of the Company for their adoption and (iv) determined resolved to recommend that the stockholders of Xxxxxx Partner the Company vote in favor of the adoption of this Agreement and the transactions contemplated hereby, and (iv) to the extent applicable, irrevocably adopted a resolution having the effect of causing the Company not to be subject to any “moratorium,” “control share,” “fair price,” or other anti-takeover law or regulation or similar law or regulation that might otherwise apply to the Merger and any other transactions contemplated by this Agreement (the recommendation of the Company Board that the stockholders of the Company vote to adopt this Agreement and thereby approve Agreement, the Merger and such other actions the transactions contemplated hereby being referred to herein as the “Company Board Recommendation”) and (B) the Special Committee, at a meeting duly called and held, has unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of the holders of the Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner the Company have been duly authorized by the Company Board and all necessary corporate action on the part of Merger Partnerthe Company has been taken, subject only to the required receipt of the Merger Partner Company Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Company and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partnerthe Company, enforceable against such party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Partner does the Company do not, and the consummation by Merger Partner the Company of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Designations, Certificate of Incorporation or bylaws By-laws of Merger Partnerthe Company or of the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partnerthe Company’s or any of its Subsidiaries’ assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required lease, license, contract or other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivviii) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger Partner the Company or any of its Subsidiaries or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)3.4(a) for any such conflicts, as violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that would notnot be and would not reasonably be expected to be, individually or in the aggregate, reasonably be expected material to result in the Company and its Subsidiaries, taken as a Merger Partner Material Adverse Effectwhole or which would not prevent or materially delay the consummation of the transactions contemplated hereby. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality or Self-Regulatory Organization (each, a “Governmental Entity”) ), or The NASDAQ Capital Market is required by or with respect to Merger Partner the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Company or the consummation by Xxxxxx Partner the Company of the transactions contemplated by this Agreement, except for (i) the pre merger notification requirements under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or other Antitrust Laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner the Company is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Proxy Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) SEC approval under Section 19 of the Exchange Act or exemption under Section 36 of the Exchange Act, (iiivi) any approval, exemption or waiver of, or any notice or filing with, as applicable, the U.K. Financial Services Authority or any Self-Regulatory Organization, (vii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws which, if not obtained or made, has not had and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations thatwould not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, and (viii) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, has not had and would not be reasonably expected likely to result have, individually or in the aggregate, a Merger Partner Company Material Adverse Effect. (d) . The affirmative vote term “Self-Regulatory Organization” shall have the meaning as set forth in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%Section 3(a)(26) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may voteExchange Act.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Merger Partner has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Mxxxxx Partner’s stockholders under the DGCL Corporations Act and the Merger Partner’s certificate of incorporation of Merger Partner incorporation, as amended (the “Merger Partner Stockholder Approval”) ), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which Board has unanimously (as among all directors were present, by a unanimous vote, or via unanimous written consent in attendance) (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCLCorporations Act, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Mxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Mxxxxx Partner have been duly authorized by all necessary corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Mxxxxx Partner and, assuming the due execution and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partner, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Mxxxxx Partner does not, and the consummation by Merger Mxxxxx Partner of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws of Merger Partner or of the charter, bylaws or other organizational document of any Subsidiary of Merger Partner, each as amended, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s or any of its Subsidiaries’ assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a3.11(d) of the Merger Partner Disclosure Schedules, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, have not had, and are not reasonably likely to result in, the loss of a material benefit to, or in the creation of any material liability for, Merger Partner, or would not reasonably be expected to result in a Merger Partner Material Adverse Effect. Section 3.4(b) of the Merger Partner Disclosure Schedule lists all consents, waivers and approvals under any of Merger Partner’s or any of its Subsidiaries’ agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated by this Agreement, which, if individually or in the aggregate were not obtained, would result in a loss of a material benefit to, or the creation of any material liability for, Merger Partner, Public Company or the Surviving Corporation as a result of the Merger. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authorityauthority or Regulating Authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Mxxxxx Partner or the consummation by Xxxxxx Mxxxxx Partner of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other such states in which Merger Partner is incorporated or qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws and the Laws laws of any foreign country, country and (iviii) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a loss of a material benefit to, or the creation of any material liability for, Merger Partner Material Adverse EffectPartner, Public Company or the Surviving Corporation as a result of the Merger. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P.Stock, which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company meeting (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of to adopt this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Mxxxxx Partner of the other transactions contemplated by this AgreementAgreement required under the Corporations Act and the Merger Partner’s certificate of incorporation, as amended. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Mxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL execute and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt deliver this Agreement and thereby approve the Merger other agreements contemplated hereby and such other actions as contemplated herebyto perform its respective obligations hereunder and thereunder. The execution and delivery by Xxxxxx Partner of this Agreement and the other agreements contemplated hereby and, subject to obtaining the Merger Partner Member Approval, which are the only approval required from the members of Merger Partner, the performance by Xxxxxx Partner of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner of the Transactions have been duly and validly authorized by all necessary company or other corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder Approval. This Agreement has and all other agreements contemplated hereby have been duly and validly executed and delivered by Xxxxxx each of Merger Partner and, assuming the due execution and delivery of this Agreement hereof and thereof by Public Companythe other parties hereto and thereto, constitutes the or will constitute a valid and binding obligation of Merger Partner, enforceable against such party it in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfermoratorium, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights generally and to by general equity principles (the “Bankruptcy and Equity Exception”)of equity. (b) The Merger Partner Board (by unanimous written consent) has: (i) determined that the Transactions are fair to, advisable, and in the best interests of Merger Partner and its Subsidiaries; (ii) authorized, approved and declared advisable this Agreement and the Transactions, including the Merger Partner Xxxxxx; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the Merger Partner Board has unanimously voted to adopt this Agreement and thereby approve the Transactions. (c) Subject to the filing of the Merger Partner Certificate of Merger as required by Delaware Law, neither the execution and delivery by Xxxxxx Partner of this Agreement or any other agreement contemplated hereby, nor the performance by Xxxxxx Partner does notof its obligations hereunder or thereunder, and nor the consummation by Merger Xxxxxx Partner of the transactions contemplated by this Agreement shall notTransactions, will (i) conflict with, with or result in any violation or breach of, violate any provision of the certificate of incorporation or bylaws Organizational Documents of Merger Partner, each as amended or restated to date, (ii) require on the part of Merger Partner or any of its Subsidiaries any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, or result in any material violation or a breach of, or constitute (with or without due notice or lapse of time, time or both) a default (or give rise to a right of terminationunder, cancellation or result in the acceleration of obligations under, create in any obligation party the right to accelerate, terminate, modify or loss of any material benefit) undercancel, or require a any notice, consent or waiver under, constitute any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of Indebtedness, Lien (other than Permitted Liens) or other arrangement to which Merger Partner or any of its Subsidiaries is a change in control underparty or by which Merger Partner or any of its Subsidiaries is bound or to which any of the assets of Merger Partner or any of its Subsidiaries are subject, require the payment of a penalty under or (iv) result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance Lien other than Permitted Liens upon any assets of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under or any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedules, its Subsidiaries or (iiiv) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permitorder, concession, franchise, license, judgmentwrit, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger Partner or any of its Subsidiaries or any properties or assetsassets of any of the foregoing, except in the case of clauses (ii) and through (iiiv) of this Section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Merger Partner Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Merger Partner Company Voting Proposal”) by Xxxxxx Partnerthe Company’s stockholders shareholders under the DGCL and the certificate of incorporation of Merger Partner NGCL (the “Merger Partner Stockholder Company Shareholder Approval”) ), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Company Board, at a meeting duly called meeting at which and held, by the unanimous vote of all directors were present, by and upon the approval and recommendation of a unanimous vote, or via unanimous written consent special committee of the Company Board comprised solely of four independent directors (i) determined that the Merger is fair to, and in the best interests of, Merger Partner of the Company and its stockholdersshareholders, (ii) approved this Agreement, the Merger and the actions contemplated by adopted this Agreement in accordance with the provisions of the DGCLNGCL, (iii) declared directed that this Agreement advisable, and the Merger be submitted to the shareholders of the Company for their adoption and approval and resolved to recommend that the shareholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (iv) determined to recommend the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any provision of the NGCL relating to a merger with interested stockholders (including, without limitation, a “fair price,” “moratorium,” or “control share acquisition” statute) that the stockholders of Xxxxxx Partner vote might otherwise apply to adopt this Agreement and thereby approve the Merger and such any other actions as transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner the Company have been duly authorized by all necessary corporate action on the part of Merger Partnerthe Company, subject only to the required receipt of the Merger Partner Stockholder Company Shareholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Company and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partnerthe Company, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and similar Laws of general applicability relating to or laws affecting creditors’ rights and remedies generally and to general equity principles (the “Bankruptcy and Equity Exception”)of equity. (b) The execution and delivery of this Agreement by Xxxxxx Partner does the Company do not, and the consummation by Merger Partner the Company of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate articles of incorporation or bylaws by-laws of Merger Partnerthe Company or of the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgageEncumbrance on the Company’s or any of its Subsidiaries’ assets under, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required material note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Stockholder Company Shareholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c)4.3(c) below, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule decree or regulation Law applicable to Merger Partner the Company or any of its Subsidiaries or any of its or their properties or assets, or (iv) result in the creation of a material lien on any of the material properties or assets of the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) of this Section 3.4(b)4.3(b) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, could not constitute or could not reasonably be expected to result in constitute a Merger Partner Company Material Adverse Effect. There are no consents, waivers or approvals under any of the Company’s or any of its Subsidiaries’ agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, with any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) Entity is required by or with respect to Merger Partner the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Company or the consummation by Xxxxxx Partner the Company of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate Articles of Merger with the Delaware Secretary of State of the State of Nevada and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact businessRegistrar, (ii) the filing of the Registration Proxy Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) SEC in accordance with the Exchange Act, (iii) the filing of such reports, schedules or materials under Section 13, Rule 14a-12 or other relevant sections under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the securities Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by outstanding Shares on the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of record date for the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), Shareholders Meeting is the only vote of the holders of any class or series of Merger Partnerthe Company’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner the Company of the Merger and the other transactions contemplated by this AgreementAgreement and the Support Agreements. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of Merger Partner the Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Each of Verilink and the Merger Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject only to approval of the adoption issuance of Verilink Common Stock under this Agreement (collectively, the “Merger Partner "Verilink Voting Proposal”") by Xxxxxx Partner’s Verilink's stockholders under the DGCL and the certificate rules of incorporation of Merger Partner The Nasdaq Stock Market, Inc. and applicable law (the “Merger Partner "Verilink Stockholder Approval”) "), to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Verilink Board, at a meeting duly called meeting at which and held, by the unanimous vote of all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair tofair, advisable and in the best interests of, Merger Partner of Verilink and its stockholders, (ii) adopted and approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCLDGCL and the Verilink Charter Documents, (iii) declared this approved the Registration Rights Agreement, (iv) approved the Verilink Voting Agreement advisableand the transactions contemplated thereby, and (ivv) determined directed that this Agreement and the Verilink Voting Proposal be submitted to the stockholders of Verilink for their adoption and approval and resolved to recommend that the stockholders of Xxxxxx Partner Verilink vote to adopt in favor of the adoption of this Agreement and thereby approve the Merger and such other actions as contemplated herebyapproval of the Verilink Voting Proposal. The execution and delivery of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby by this Agreement by Xxxxxx Partner Verilink and the Merger Sub have been duly authorized by all necessary corporate action on the part of each of Verilink and the Merger PartnerSub (including the approval of the Merger by Verilink as the sole stockholder of the Merger Sub), subject only to the required receipt of the Merger Partner Verilink Stockholder Approval. This Agreement has been been, and the Registration Rights Agreement will be, duly executed and delivered by Xxxxxx Partner andeach of Verilink and the Merger Sub, assuming the due execution as applicable, and delivery of this Agreement by Public Company, constitutes the each constitute a valid and binding obligation of each of Verilink and the Merger PartnerSub, as applicable, enforceable against such party in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). No takeover statute or similar statute or regulation applies to the Merger, this Agreement or any of the transactions contemplated hereby. (b) The execution and delivery of this Agreement and the Registration Rights Agreement by Xxxxxx Partner does each of Verilink and the Merger Sub, as applicable, do not, and the consummation by Verilink and the Merger Partner Sub, as applicable, of the transactions contemplated by this Agreement and the Registration Rights Agreement shall not, not (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or Bylaws of Verilink, the Certificate of Incorporation or Bylaws of the Merger Sub or of the charter, bylaws or other organizational document of Merger Partnerany other Subsidiary of Verilink, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge Liens on Verilink's or encumbrance any of any nature (“Liens”) on Merger Partner’s its Subsidiaries' assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Verilink or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Verilink Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivvi) of Section 3.4(c4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner Verilink or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)4.4(b) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses which, individually or in the aggregate, are not, reasonably be expected likely to result in have a Merger Partner Verilink Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Each of the Buyer and the Buyer Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner the Buyer and the Buyer Subsidiary have been duly authorized by all necessary corporate action on the part of Merger Partner, subject only to each of the required receipt Buyer and Buyer Subsidiary (including the approval of the Merger Partner Stockholder Approvalby the Buyer in its capacity as the sole shareholder of the Buyer Subsidiary). This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming each of the due execution Buyer and delivery of this Agreement by Public Company, the Buyer Subsidiary and constitutes the valid and binding obligation of Merger Partnereach of the Buyer and the Buyer Subsidiary, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and similar Laws of general applicability relating to or laws affecting creditors’ rights and remedies generally and to general equity principles (the “Bankruptcy and Equity Exception”)of equity. (b) The execution and delivery of this Agreement by Xxxxxx Partner each of the Buyer and Buyer Subsidiary does not, and the consummation by Merger Partner the Buyer and the Buyer Subsidiary of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate memorandum or articles of association of the Buyer or the articles of incorporation or bylaws of Merger Partnerthe Buyer Subsidiary, (ii) conflict with, impair or result threaten to impair in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require manner the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any ability of the terms, conditions Buyer or provisions of any Contract required Buyer Subsidiary to be disclosed in Section 3.11(a) of provide the Merger Partner Disclosure SchedulesConsideration required by this Agreement or otherwise perform its obligation under this Agreement, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses clause (i), (ii), (iii) through and (iv) of Section 3.4(c5.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger Partner the Buyer or the Buyer Subsidiary or any of its or their properties or assets, except in the case of clauses (ii) and clause (iii) of this Section 3.4(b)5.2(b) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, could not reasonably be expected to result in have a Merger Partner Buyer Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) Entity is required by or with respect to Merger Partner the Buyer or Buyer Subsidiary in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Buyer or the Buyer Subsidiary or the consummation by Xxxxxx Partner the Buyer or the Buyer Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate Articles of Merger with the Delaware Secretary of State and appropriate corresponding documents with of the appropriate authorities State of other states in which Merger Partner is qualified as a foreign corporation to transact businessNevada, (ii) the filing filings of such reports, schedules or materials under the Registration Statement Exchange Act as may be required in connection with this Agreement and the Proxy Statement/Prospectus with the U.S. Securities transactions contemplated hereby and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the securities Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner COR has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated hereby. The execution and delivery of this Agreement and the COR Voting Agreements and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner COR have been duly authorized by all necessary corporate action on the part of Merger PartnerCOR and its Subsidiaries, subject only to the required receipt adoption of this Agreement and the approval of the Merger Partner Stockholder Approvalby COR's stockholders under the DGCL. Without limiting the generality of the preceding sentence, the board of directors of COR (at a meeting duly called and held) has (i) unanimously determined that the Merger is advisable and in the best interests of COR and its stockholders, (ii) unanimously authorized and approved the execution, delivery and performance of this Agreement by COR and unanimously approved the Merger, (iii) unanimously recommended the adoption of this Agreement and the approval of the Merger by COR's stockholders and directed that this Agreement be submitted for consideration by COR's stockholders at a meeting of COR's stockholders, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Merger and the other transactions contemplated by this Agreement or the COR Voting Agreements not to be subject to the restrictions set forth in any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution COR and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger PartnerCOR, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles (the “"Bankruptcy and Equity Exception”"). (b) The execution and delivery of this Agreement by Xxxxxx Partner COR does not, and the consummation by Merger Partner of the transactions contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of Merger PartnerCOR, or the charter, by-laws, or other organizational document of any Subsidiary of COR, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or constitute a change in control under, or require the payment of a penalty under or result in the imposition of any mortgagelien on COR's or any of its Subsidiaries' assets under, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required material note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which COR or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner COR or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and or (iii) of this Section 3.4(b), as would notfor any conflicts or violations which, individually or in the aggregate, are not reasonably be expected likely to result in have a Merger Partner COR Material Adverse Effect. (c) No consent, approval, license, permit, waiver, order or authorization of, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental authority or regulatory authorityinstrumentality, agency foreign or instrumentality domestic (a “"Governmental Entity”") is required by or with respect to Merger Partner COR or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreementhereby, except for (i) the filing of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, ("HSR Act") and the termination or expiration of the waiting period applicable thereto, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact businessState, (iiiii) the filing of the Registration Joint Proxy Statement and the Proxy Statement/Prospectus (as defined in Section 3.21 below) with the U.S. Securities and Exchange Commission (the “"SEC”") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iiiiv) the filing of such reports or schedules under Section 13 of the Exchange Act and materials under Rule 165 and Rule 425 of the Securities Act of 1933, as amended (the "Securities Act") as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws and the Laws of any foreign country, (ivvi) such other consents, declarationslicenses, permits, orders, authorizations, orders, filings, approvals and registrations that, individually or in the aggregatewhich, if not obtained or made, would not be reasonably expected likely, individually or in the aggregate, to result in have a Merger Partner COR Material Adverse Effect. (d) . The affirmative only COR stockholder vote in favor required for the approval of the Merger Partner COR Voting Proposal by the holders of a (ias defined in Section 6.05(a) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (iibelow) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) is the affirmative vote or written consent of the holders of at least seventy percent (70%) a majority of the outstanding shares of Merger Partner Series D Preferred COR Common Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, on the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary record date for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote COR Meeting (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may voteas defined in Section 3.21 below).

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner ValueVision has all requisite corporate power and authority to enter into this Agreement and, subject only and each of the Transaction Documents (as defined below) to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL which it is a party and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreement. Without limiting the generality Agreement and each of the foregoing, the Merger Partner Board, at Transaction Documents to which it is a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated herebyparty. The execution and delivery of this Agreement and each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated by this Agreement and each of the Transaction Documents to which it is a party by Xxxxxx Partner ValueVision have been duly authorized by all necessary corporate action on the part of Merger PartnerValueVision, subject only to the required receipt approval and adoption of this Agreement by ValueVision's stockholders under the Merger Partner Stockholder ApprovalMBCA. This Agreement has and each of the Transaction Documents to which it is a party have been duly executed and delivered by Xxxxxx Partner and, assuming the due execution ValueVision and delivery of this Agreement by Public Company, constitutes constitute the valid and binding obligation obligations of Merger PartnerValueVision, enforceable against such party in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and to general equity equitable principles (the “"Bankruptcy and Equity Exception”"). . "Transaction Documents" means the Stock Option Agreements, the $10 million Promissory Demand Note by National Media for the benefit of ValueVision in the form of Exhibit G attached hereto (b) The execution and delivery the "Demand Note"), the promissory demand note by National Media for the benefit of this Agreement by Xxxxxx Partner does not, and ValueVision which will be substantially in the consummation by Merger Partner form of the transactions contemplated by this Demand Note and which will evidence the loan from ValueVision to National Media to fund the redemption under the Redemption Agreement shall not(as defined below) (the "Series C Note"), (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws of Merger Partner, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result Warrant Agreement between National Media and ValueVision in the imposition form of any mortgageExhibit H attached hereto (the "Warrant Agreement"), security interestthe Registration Rights Agreement between National Media and ValueVision in the form of Exhibit I attached hereto (the "Registration Rights Agreement"), pledge, lien, charge or encumbrance of any nature the Amendment to the National Media Rights Plan (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed as defined in Section 3.11(a4.2(b)) of the Merger Partner Disclosure Schedules, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger Partner or any of its properties or assets, except in the case form of clauses (ii) Exhibit J attached hereto, the Redemption and (iii) of this Section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Merger Partner Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution Consent Agreement between National Media and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Series C Convertible Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basisin the form of Exhibit K attached hereto (the "Redemption Agreement"), the Series B Consent Agreement between National Media and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) 60% of the outstanding shares of Merger Partner the Series D B Convertible Preferred Stock held by stockholders in the form of Merger Partner other than Petrichor, and Exhibit L attached hereto (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectivelythe "Series B Consent Agreement"), the “Written Consents”)Consent, is Waiver and Amendment between CoreStates Bank, N.A. ("CoreStates") and National Media and certain of its Subsidiaries in the only vote form of Exhibit M 12 attached hereto (the "Corestates Consent Agreement") and the Amendments to the Hammer and Costxxxx Xxxloyment Agreements in the forms of Exhibit N attached hereto, each dated as of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may votedate hereof.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Galileo has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreement, subject only to the approval of this Agreement (the “Galileo Voting Proposal”) by Galileo’s shareholders under the BCA (the “Galileo Shareholder Approval”). Without limiting the generality of the foregoing, the Merger Partner Galileo Board, at a meeting duly called meeting at which all directors were presentand held, by a the unanimous votevote of all directors, or via unanimous written consent approved resolutions that (i) determined that the Merger is transactions contemplated by this Agreement are advisable and fair to, and in the best interests of, Merger Partner Galileo and its stockholdersshareholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCLBCA, (iii) declared directed that this Agreement advisable, and the Galileo Merger be submitted to the shareholders of Galileo for their approval and (iv) determined to recommend recommended that the stockholders shareholders of Xxxxxx Partner Galileo vote in favor of the Galileo Voting Proposal. No “moratorium”, “control share acquisition”, “business combination”, “fair price”, “interested stockholder” or other form of anti-takeover law (collectively, “Takeover Laws”) of the Republic of the Xxxxxxxx Islands applies or purports to adopt apply to Galileo with respect to the transactions contemplated by this Agreement and thereby approve the Merger and such other actions as contemplated herebyAgreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner Galileo have been duly authorized by all necessary corporate action on the part of Merger PartnerGalileo, subject only to the required receipt of the Merger Partner Stockholder Galileo Shareholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Galileo and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger PartnerGalileo, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Partner does Galileo do not, and the consummation by Merger Partner Galileo of the transactions contemplated by this Agreement and performance by Galileo of its obligations hereunder shall not, not (i) conflict with, or result in any violation or breach of, any provision of the certificate Articles of incorporation Incorporation or bylaws Bylaws of Merger PartnerGalileo or of the charter, bylaws, or other organizational document of any Subsidiary of Galileo, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger PartnerGalileo’s or any of its Subsidiaries’ assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required agreement to which Galileo or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Stockholder Galileo Shareholder Approval and compliance with the requirements specified in clauses (i) through (ivv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner Galileo or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses that have not had, and are not reasonably likely to have, individually or in the aggregate, reasonably be expected to result in a Merger Partner Galileo Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any federal, state, local or foreign government, any court, arbitrational tribunal, administrative agency or commission administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory authorityagency, agency commission or instrumentality authority (each, a “Governmental Entity”) or any stock market or stock exchange on which shares of Galileo Common Stock are listed for trading is required by or with respect to Merger Partner Galileo or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner Galileo or the consummation by Xxxxxx Partner Galileo of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (ii) the filing of the Certificate Articles of Merger with the Delaware Secretary Registrar of State Corporations of the Republic of the Xxxxxxxx Islands and appropriate corresponding documents with the appropriate authorities of other states jurisdictions in which Merger Partner Galileo is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934 (the “Exchange Act”), (iiiiv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws and the Laws laws of any foreign country, country and (ivvi) such other consents, declarations, authorizations, orders, filings, approvals and registrations thatwhich, if not obtained or made, have not had, and would not be reasonably likely to have, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Galileo Material Adverse Effect. (d) The affirmative vote in favor for approval of the Merger Partner Galileo Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Galileo Common Stock held by stockholders on the record date for the meeting of Merger Partner other than Petrichor, and Galileo’s shareholders to consider the Galileo Voting Proposal (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written ConsentsGalileo Meeting”), ) is the only vote of the holders of any class or series of Merger PartnerGalileo’s capital stock or other securities necessary for the adoption of to approve this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner Galileo of the other transactions contemplated by this Agreement. There are no No bonds, debentures, notes or other indebtedness of Xxxxxx Partner Galileo having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which stockholders shareholders of Merger Partner Galileo or any of its Subsidiaries may votevote are issued or outstanding or subject to issuance.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Each of Purchaser and Purchaser Sub has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) other Transaction Documents to which it is or will become a party, and to perform its obligations under, and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoingby, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated herebyTransaction Documents. The execution and delivery by Purchaser and/or Purchaser Sub of, the performance of this Agreement its obligations under, and the consummation of the transactions contemplated by by, this Agreement by Xxxxxx Partner and such other Transaction Documents have been (or, to the extent not executed as of the date hereof, will be) duly authorized by all necessary corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder ApprovalPurchaser and Purchaser Sub. This Agreement has been and such other Transaction Documents have been (or, when executed and delivered by Purchaser and/or Purchaser Sub, will be) duly executed and delivered by Xxxxxx Partner andPurchaser and/or Purchaser Sub. This Agreement and each of the other Transaction Documents to which Purchaser and/or Purchaser Sub is a party constitutes, assuming and each of the due execution other Transaction Documents to which Purchaser and/or Purchaser Sub will become a party, when executed and delivery of this Agreement delivered by Public CompanyPurchaser and/or Purchaser Sub, constitutes the will constitute, a valid and binding obligation of Merger PartnerPurchaser and/or Purchaser Sub, enforceable by the Seller and the Group Companies against such party Purchaser and/or Purchaser Sub in accordance with its their respective terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”)Exceptions. (b) The Executive Board (raad van bestuur) and the Supervisory Board (raad van commissarissen) of each of Purchaser and Purchaser Sub have determined that the transactions contemplated hereby are in the best interests of, Purchaser and Purchaser Sub (collectively, the “Purchaser Board Approval”) and shall recommend to the stockholders of Purchaser (and shall not modify or withdraw such recommendation prior to the Closing) to adopt each of the resolutions at the Extraordinary Meeting in relation to the transactions contemplated by the Transaction Documents (the “Purchaser Board Recommendation”), which resolutions, if adopted, will constitute the Purchaser Stockholder Approval. No corporate approval of Purchaser is required by Law, the articles of association or bylaws of Purchaser or the applicable rules of Euronext Amsterdam in order for Purchaser to consummate the Closing other than the Purchaser Stockholder Approval. (c) The execution and delivery by Purchaser and Purchaser Sub of this Agreement by Xxxxxx Partner does and the other Transaction Documents to which it is or will become a party do not, and the performance of its obligations under, and the consummation by Merger Partner of the other transactions contemplated by by, this Agreement shall and such other Transaction Documents to which it is or will become a party will not, subject to the Purchaser Stockholder Approval (i) conflict with, or result in any violation or breach of, of any provision of the certificate governing documents of incorporation Purchaser or bylaws of Merger PartnerPurchaser Sub, or (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedules, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Merger Partner Purchaser or any of its properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Merger Partner Material Adverse EffectPurchaser Sub. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner 4.2.1 Seller has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) other agreements contemplated hereby and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions are contemplated by this Agreement in accordance with and the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as agreements contemplated hereby. The execution and delivery of this Agreement and the other agreements contemplated hereby by Seller and the consummation by Seller of the transactions that are contemplated by this Agreement by Xxxxxx Partner and the other agreements contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder ApprovalSeller. This Agreement, the Transition Services Agreement has been and the Escrow Agreement have been, and the other agreements contemplated hereby have been, or will be at Closing, as applicable, duly executed and delivered by Xxxxxx Partner andSeller, and assuming this Agreement, the due execution Transition Services Agreement, the Escrow Agreement, and delivery of this Agreement by Public Companythe other agreements contemplated hereby constitute, constitutes or will constitute at Closing, as applicable, the valid and binding obligation of Merger Partnerthe other parties hereto, this Agreement, the Transition Services Agreement and the Escrow Agreement and the other agreements contemplated hereby constitute, or will constitute at Closing, as applicable, the valid and binding obligations of Seller, enforceable against such party Seller in accordance with its their respective terms, subject subject, as to enforcement, to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar Laws of general applicability relating to laws now or hereinafter in effect affecting creditors’ rights generally and to (ii) general principles of equity principles (the “Bankruptcy and Equity Exception”). (b) 4.2.2 The execution and delivery of this Agreement by Xxxxxx Partner Seller does not, and the consummation by Merger Partner Seller of the transactions that are contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the certificate organizational documents of incorporation Seller or bylaws of Merger PartnerSeller Parent, (ii) conflict withexcept as set forth in Section 4.2.2 of the Seller Disclosure Letter, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any material obligation of Seller or Seller Parent or loss of any material benefitbenefit to Seller or Seller Parent) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any material bond, mortgage, indenture, Material Assumed Contract, Lease, or other material Contract required or obligation to which Seller or Seller Parent is a party or by which Seller, Seller Parent or any of their respective properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) except as set forth in Section 4.2.2 of the Seller Disclosure Letter and subject to obtaining the Merger Partner Stockholder Approval governmental filings, consents and compliance with the requirements specified other matters referred to in clauses (i) through (iv) of Section 3.4(c)4.2.3 hereof, contravene, conflict with with, or violate result in a violation of any of the terms or requirements of any Law or judgment, or give any Governmental Entity the right to revoke, cancel or terminate any governmental or regulatory permit, concession, franchise, franchise or license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation in each case applicable to Merger Partner Seller, Seller Parent or any of its their respective properties or assets, except other than, in the case of clauses (ii) and (iii) of this Section 3.4(b), as for such violations, breaches, defaults, accelerations, losses, contraventions, conflicts, revocations, cancellations or terminations that would not, individually or in the aggregate, not reasonably be expected to result in have a Merger Partner Property Material Adverse Effect. (c) No 4.2.3 Except as set forth in Section 4.2.3 of the Seller Disclosure Letter, no consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunaladministrative agency, administrative agency or commission commission, Gaming Authority or other governmental or regulatory authority, agency authority or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner Seller in connection with the execution and delivery of this Agreement by Xxxxxx Partner Seller or the consummation by Xxxxxx Partner Seller of the transactions that are contemplated by this Agreementhereby, except for (i) the any approvals or filing of notices required under the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact businessGaming Laws, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrationspermits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the renaming or re-branding of the operations at the Property, and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iviii) such other filings, consents, declarationsapprovals, orders, authorizations, orderspermits, filings, approvals registrations and registrations that, individually or in declarations the aggregate, if not obtained or made, failure of which to obtain would not be reasonably expected material to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor the operation and support of the Merger Partner Voting Proposal by business located at the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may voteProperty.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Seller has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) Seller Stock Option Agreement and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger Agreement and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated herebySeller Stock Option Agreement. The execution and delivery of this Agreement and the Seller Stock Option Agreement and the consummation of the transactions contemplated by this Agreement and the Seller Stock Option Agreement by Xxxxxx Partner Seller have been duly authorized by all necessary corporate action on the part of Merger PartnerSeller, subject only to the required receipt approval of the Merger Partner Stockholder Approvalby Seller's stockholders under the DGCL. The Board of Directors of Seller has not taken any action to accelerate any options granted under the Seller Stock Plans and has approved the treatment of the Seller Stock Options and Seller Warrants set forth in Section 6.11 of this Agreement. Seller has delivered or concurrently with the execution of this Agreement is delivering any required notice under the Seller Warrants. This Agreement has and the Seller Stock Option Agreement have been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Seller and delivery of this Agreement by Public Company, constitutes constitute the valid and binding obligation obligations of Merger PartnerSeller, enforceable against such party in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles (the “"Bankruptcy and Equity Exception”"). (b) The execution and delivery of this Agreement and the Seller Stock Option Agreement by Xxxxxx Partner Seller does not, and the consummation by Merger Partner of the transactions contemplated by this Agreement shall and the Seller Stock Option Agreement will not, , (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Merger PartnerSeller or the charter, bylaws, or other organizational document of any Subsidiary of Seller, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Seller or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified except as provided in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger Partner or any of its properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Merger Partner Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.and

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Each Seller Party has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreementhereby. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which receiver of the Company has all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that requisite power and authority to operate the Merger is fair to, business of the Company during the liquidation of the Company and in the best interests of, Merger Partner to enter into and its stockholders, (ii) approved execute this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions each case on behalf of the DGCL, (iii) declared this Agreement advisableCompany, and (iv) determined to recommend that cause the stockholders of Xxxxxx Partner vote Company to adopt this Agreement and thereby approve consummate the Merger and such other actions as transactions contemplated hereby. The execution and delivery of this Agreement This Agreement, and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner hereby have been duly authorized by all necessary corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder Approvaleach Seller Party. This Agreement has been duly executed and delivered by Xxxxxx Partner andeach Seller Party. This Agreement constitutes, assuming the due authorization, execution and delivery of this Agreement by Public Companythe Purchaser, constitutes the valid and binding obligation of Merger Partnereach Seller Party, enforceable against such party each Seller Party in accordance with its terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent transfermoratorium or other Laws affecting the enforcement of creditors' rights generally and by general principles of equity, reorganization, moratorium and similar Laws regardless of general applicability relating whether such enforceability is considered in a proceeding at law or in equity. No vote or written consent of any holder of securities of any Seller Party is necessary to approve this Agreement or affecting creditors’ rights and any of the transactions contemplated hereby except such as has been obtained prior to general equity principles (the “Bankruptcy and Equity Exception”). (b) date hereof. The execution and delivery by each Seller Party of this Agreement by Xxxxxx Partner does not, and the consummation by Merger Partner of the transactions contemplated by this Agreement shall hereby will not and the Company's commencement of a voluntary liquidation does not, (i) result in the creation of any Liens on any of the Acquired Assets (other than Permitted Liens and Liens created pursuant to the terms of this Agreement and the other agreements and documents executed in connection with the consummation of the transactions contemplated hereby), (ii) conflict with, or result in any violation or breach of, of any provision of the articles of organization, certificate of incorporation incorporation, bylaws or bylaws other formation documents of Merger Partnereither Seller Party, (iiiii) violate any Laws applicable to either Seller Party, or (iv) except as set forth on Schedule 3.3(b) of the Company Disclosure Schedule, conflict with, with or result in any material violation or a breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration termination of any obligation or loss of any material benefit) benefit under, or require a accelerate the performance required by the terms of any judgment, court order or consent decree, or waiver under, any Material Contract or constitute a change in control under, require default thereunder. Neither the payment execution and delivery by the Seller Parties of this Agreement nor the consummation of the transactions contemplated hereby nor the Company's commencement of a penalty under or result in the imposition of voluntary liquidation will require any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedules, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger Partner or any of its properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Merger Partner Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, or notification to any court, arbitrational tribunal, administrative agency Governmental Entity or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreementany Person, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws and the Laws of any foreign countryLaws, (ivii) such filings as may be required under the HSR Act, and (iii) such other consents, declarationsapprovals, authorizations, orderspermits, filings, approvals registrations and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class notifications which are listed on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%Schedule 3.3(c) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may voteDisclosure Schedule.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Merger Partner Company Voting Proposal”) by Xxxxxx Partnerthe Company’s stockholders shareholders under the DGCL and the certificate of incorporation of Merger Partner NJBCA (the “Merger Partner Stockholder Company Shareholder Approval”) ), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Company Board, at a meeting duly called meeting at which and held, by the unanimous vote of all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner of the Company and its stockholdersshareholders, (ii) approved this Agreement, the Merger and the actions contemplated by adopted this Agreement in accordance with the provisions of the DGCLNJBCA, (iii) declared directed that this Agreement advisable, and the Merger be submitted to the shareholders of the Company for their adoption and approval and resolved to recommend that the shareholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (iv) determined to recommend the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state anti-takeover statute, Law or regulation (including, without limitation, a “fair price,” “moratorium,” or “control share acquisition” statute) that the stockholders of Xxxxxx Partner vote might otherwise apply to adopt this Agreement and thereby approve the Merger and such any other actions as transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner the Company have been duly authorized by all necessary corporate action on the part of Merger Partnerthe Company, subject only to the required receipt of the Merger Partner Stockholder Company Shareholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Company and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partnerthe Company, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and similar Laws of general applicability relating to or laws affecting creditors’ rights and remedies generally and to general equity principles (the “Bankruptcy and Equity Exception”)of equity. (b) The execution and delivery of this Agreement by Xxxxxx Partner does the Company do not, and the consummation by Merger Partner the Company of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws by-laws of Merger Partnerthe Company or of the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) except as set forth in Section 4.3(b) of the Company Disclosure Schedule, conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgageEncumbrance on the Company’s or any of its Subsidiaries’ assets under, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedules, or bound (iii) subject to obtaining the Merger Partner Stockholder Company Shareholder Approval and compliance with the requirements specified in clauses (i) through (ivv) of Section 3.4(c)4.3(c) below, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule decree or regulation Law applicable to Merger Partner the Company or any of its Subsidiaries or any of its or their properties or assets, or (iv) result in the creation of a material lien on any of the material properties or assets of the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) of this Section 3.4(b)4.3(b) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, could not constitute or could not reasonably be expected to result in constitute a Merger Partner Company Material Adverse Effect. There are no consents, waivers or approvals under any of the Company’s or any of its Subsidiaries’ agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, with any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) Entity is required by or with respect to Merger Partner the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Company or the consummation by Xxxxxx Partner the Company of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of New Jersey and appropriate corresponding documents with the Secretaries of appropriate authorities of other states in which Merger Partner the Company is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Proxy Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) SEC in accordance with the Exchange Act, (iiiiv) the filing of such reports, schedules or materials under Section 13, Rule 14a-12 or other relevant sections under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the securities Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by outstanding Shares on the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of record date for the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), Shareholders Meeting is the only vote of the holders of any class or series of Merger Partnerthe Company’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner the Company of the Merger and the other transactions contemplated by this AgreementAgreement and the Support Agreements. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of Merger Partner the Company may vote. To the Knowledge of the Company, the Persons who have executed Support Agreements collectively beneficially own approximately 21.4% of the issued and outstanding Shares as of the date of this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement by the Buyer as sole shareholder of the Transitory Subsidiary (which shall occur immediately after the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL execution and the certificate delivery of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) this Agreement), to consummate the transactions contemplated by this Agreement. Without limiting the generality The board of directors of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent Transitory Subsidiary has (i) determined that deemed the Merger is fair to, advisable and in the best interests ofof the Transitory Subsidiary and the Buyer, Merger Partner and its stockholdersas the Transitory Subsidiary’s sole shareholder, (ii) approved this Agreement, Agreement and the Merger and the actions contemplated by this Agreement in accordance with the provisions of MBCA upon the DGCL, terms and subject to the conditions set forth herein and (iii) declared recommended the adoption of this Agreement advisableby the Buyer, and (iv) determined to recommend that as the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated herebyTransitory Subsidiary’s sole shareholder. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of Merger Partnereach of the Buyer and the Transitory Subsidiary, subject only to the required receipt adoption of this Agreement by the Buyer as sole shareholder of the Merger Partner Stockholder ApprovalTransitory Subsidiary (which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming each of the due execution Buyer and delivery of this Agreement by Public Company, the Transitory Subsidiary and constitutes the valid and binding obligation of Merger Partnereach of the Buyer and the Transitory Subsidiary, enforceable against such party each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Partner does each of the Buyer and the Transitory Subsidiary do not, and the consummation by Merger Partner the Buyer and the Transitory Subsidiary of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision the Organizational Documents of the certificate of incorporation Buyer or bylaws of Merger Partnerthe Transitory Subsidiary, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge Lien on the Buyer’s or encumbrance of any nature (“Liens”) on Merger Partnerthe Transitory Subsidiary’s assets (including Merger Partner Intellectual Property) under under, any of the terms, conditions or provisions of any Contract required to which the Buyer or the Transitory Subsidiary is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedules, bound or (iii) subject to obtaining the Merger Partner Stockholder Approval adoption of this Agreement by the Buyer as sole shareholder of the Transitory Subsidiary (which shall occur immediately after the execution and delivery of this Agreement) and subject to compliance with the requirements specified in clauses (i) through and (ivii) of Section 3.4(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation Law applicable to Merger Partner the Buyer or the Transitory Subsidiary or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)4.2(b) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, would not reasonably be expected to result in have a Merger Partner Buyer Material Adverse Effect. (c) No consent, approval, license, permit, order Order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency Governmental Entity or commission any stock market or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) stock exchange on which shares of Buyer common stock are listed for trading is required by or with respect to Merger Partner the Buyer or the Transitory Subsidiary in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Buyer or the Transitory Subsidiary or the consummation by Xxxxxx Partner the Buyer or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the pre‑merger notification requirements under the HSR Act and any applicable foreign Antitrust Laws and (ii) the filing of the Certificate Articles of Merger with the Delaware Secretary of State the Commonwealth of Massachusetts and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner the Company is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only No vote of the holders of any class or series of Merger Partnerthe Buyer’s capital stock or other securities is necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner the Buyer of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL execute and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt deliver this Agreement and thereby approve the Merger other agreements contemplated hereby to which it is party and such other actions as contemplated herebyto perform their respective obligations hereunder and thereunder. The execution and delivery by each of the Buyer and the Transitory Subsidiary of this Agreement and the other agreements contemplated hereby to which it is a party and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated by this Agreement by Xxxxxx Partner hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Merger Partnerthe Buyer and the Transitory Subsidiary, subject only to the required receipt of the Merger Partner Stockholder Approvalrespectively. This Agreement and the other agreements contemplated hereby to which the Buyer or Transitory Subsidiary is a party has been duly and validly executed and delivered by Xxxxxx Partner and, assuming the due execution Buyer and delivery of this Agreement by Public Company, constitutes the Transitory Subsidiary and constitute a valid and binding obligation of Merger Partnerthe Buyer and the Transitory Subsidiary, enforceable against such party them in accordance with its their terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar Laws of general applicability now or hereafter in effect relating to or affecting creditors’ rights generally and subject to general equity principles (the “Bankruptcy and Equity Exception”)of equity. (b) The Subject to the filing of the Certificate of Merger as required by the DGCL and to the filing requirements of the HSR Act and applicable foreign Antitrust Laws, neither the execution and delivery by the Buyer or the Transitory Subsidiary of this Agreement the other agreements contemplated hereby to which they are a party, nor the performance by Xxxxxx Partner does notthe Buyer or the Transitory Subsidiary of their respective obligations hereunder or thereunder, and nor the consummation by Merger Partner the Buyer or the Transitory Subsidiary of the transactions contemplated by this Agreement shall nothereby or thereby, will (i) conflict with, with or result in any violation or breach of, violate any provision of the certificate charter or By-laws of incorporation the Buyer or bylaws of Merger Partnerthe Transitory Subsidiary, (ii) require on the part of the Buyer or the Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, or result in any material violation or breach of, or constitute (with or without due notice or lapse of time, time or both) a default (or give rise to a right of terminationunder, cancellation or result in the acceleration of obligations under, create in any obligation party any right to accelerate, terminate, modify or loss of any material benefit) undercancel, or require a any notice, consent or waiver under, constitute any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of Indebtedness, Lien or other agreement to which the Buyer or the Transitory Subsidiary is a change in control under, require the payment of a penalty under party or result in the imposition of any mortgage, security interest, pledge, lien, charge by which either is bound or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under to which any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulestheir assets are subject, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permitorder, concession, franchise, license, judgmentwrit, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger Partner the Buyer or the Transitory Subsidiary or any of its their properties or assets, except in the case of the foregoing clauses (iiiii) and (iiiiv) of this Section 3.4(b)for such notices, as would notconsents and waivers that, if not obtained or made, and such conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations, Liens and violations that, individually or in the aggregate, have not had and would not reasonably be expected to result in have a Merger Partner Buyer Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) Entity is required by or with respect to Merger Partner the Buyer or the Transitory Subsidiary in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Buyer or the Transitory Subsidiary or the consummation by Xxxxxx Partner the Buyer or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act and any applicable foreign Antitrust Laws and (ii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner the Company is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. ‌ (a) Xxxxxx Partner Each Seller Party has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreementhereby. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which receiver of the Company has all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that requisite power and authority to operate the Merger is fair to, business of the Company during the liquidation of the Company and in the best interests of, Merger Partner to enter into and its stockholders, (ii) approved execute this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions each case on behalf of the DGCL, (iii) declared this Agreement advisableCompany, and (iv) determined to recommend that cause the stockholders of Xxxxxx Partner vote Company to adopt this Agreement and thereby approve consummate the Merger and such other actions as transactions contemplated hereby. The execution and delivery of this Agreement This Agreement, and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner hereby have been duly authorized by all necessary corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder Approvaleach Seller Party. This Agreement has been duly executed and delivered by Xxxxxx Partner andeach Seller Party. This Agreement constitutes, assuming the due authorization, execution and delivery of this Agreement by Public Companythe Purchaser, constitutes the valid and binding obligation of Merger Partnereach Seller Party, enforceable against such party each Seller Party in accordance with its terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent transfer, reorganization, moratorium and similar or other Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. No vote or written consent of any holder of securities of any Seller Party is necessary to general equity principles (approve this Agreement or any of the “Bankruptcy and Equity Exception”)transactions contemplated hereby except such as has been obtained prior to the date hereof. (b) The execution and delivery by each Seller Party of this Agreement by Xxxxxx Partner does not, and the consummation by Merger Partner of the transactions contemplated by this Agreement shall hereby will not and the Company’s commencement of a voluntary liquidation does not, (i) result in the creation of any Liens on any of the Acquired Assets (other than Permitted Liens and Liens created pursuant to the terms of this Agreement and the other agreements and documents executed in connection with the consummation of the transactions contemplated hereby), (ii) conflict with, or result in any violation or breach of, of any provision of the articles of organization, certificate of incorporation incorporation, bylaws or bylaws other formation documents of Merger Partnereither Seller Party, (iiiii) violate any Laws applicable to either Seller Party, or (iv) except as set forth on Schedule 3.3(b) of the Company Disclosure Schedule, conflict with, with or result in any material violation or a breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration termination of any obligation or loss of any material benefit) benefit under, or require a accelerate the performance required by the terms of any judgment, court order or consent decree, or waiver under, any Material Contract or constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedules, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger Partner or any of its properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Merger Partner Material Adverse Effectdefault thereunder. (c) No Neither the execution and delivery by the Seller Parties of this Agreement nor the consummation of the transactions contemplated hereby nor the Company’s commencement of a voluntary liquidation will require any consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, or notification to any court, arbitrational tribunal, administrative agency Governmental Entity or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreementany Person, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.Laws,

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner The Company has all requisite corporate power and authority to execute and deliver this Agreement, perform its obligations hereunder and, subject to the receipt of the Company Stockholder Approval, consummate the Merger. The Company Board, at a meeting duly called and held, by the unanimous vote of all directors, duly adopted resolutions (i) determining and declaring that it is in the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and, subject only to and consummate the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the other transactions contemplated by this Agreement. Without limiting Agreement on the generality of terms and subject to the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholdersconditions set forth herein, (ii) approved approving and declaring the advisability of this Agreement, the Merger and the actions other transactions contemplated by this Agreement in accordance with the provisions of the DGCLAgreement, (iii) declared this Agreement advisable, declaring that the terms of the Merger are fair to the Company and the Company’s stockholders and (iv) determined to recommend directing that the stockholders of Xxxxxx Partner vote to adopt this Agreement be submitted to Company stockholders for their adoption, subject to Section 6.1, and thereby approve recommending adoption of this Agreement by such Company stockholders (such recommendation, the Merger and such other actions as contemplated hereby“Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger Partnerand the other transactions contemplated by this Agreement subject, subject only in the case of the Merger, to the required receipt of the Merger Partner Company Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner the Company and, assuming the due authorization, execution and delivery of this Agreement by Public Companythe Parent, US Holdco and the Merger Sub, constitutes the valid and binding obligation of Merger Partnerthe Company, enforceable against such party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Partner does the Company do not, and (subject to the receipt of the Company Stockholder Approval) the consummation by Merger Partner the Company of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws of Merger Partnerthe Company, (ii) except as set forth in Section 3.4(b) of the Company Disclosure Schedule, conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefitbenefit to which the Company or any of its Subsidiaries is entitled) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) agreement or other instrument binding upon the Company or any of the Merger Partner Disclosure Schedulesits Subsidiaries or any of their respective properties or assets, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner the Company or any of its Subsidiaries or any of its or their respective properties or assets, or any other Applicable Law, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) on any asset or property of the Company or any of its Subsidiaries, except in the case of clauses (ii), (iii) and (iiiiv) of this Section 3.4(b)) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, would not reasonably be expected to result in have, a Merger Partner Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency Governmental Entity or commission any stock market or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) stock exchange on which shares of Company Common Stock are listed for trading is required by or with respect to Merger Partner the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Company or the consummation by Xxxxxx Partner the Company of the transactions contemplated by this Agreement, except for (i) the filing of pre-merger notification requirements under the Certificate of Merger with the Delaware Secretary of State HSR Act and appropriate corresponding documents with the appropriate authorities of any requirements under other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.Antitrust Laws,

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Each of Larscom and the Transitory Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject only to approval of the issuance of Larscom Common Stock under this Agreement and approval and adoption of this Agreement the Restated Certificate, which provides for, among other things, a reverse stock split of Larscom Common Stock at a ratio to be agreed upon between parties hereto (the “Merger Partner Voting Proposal”"REVERSE STOCK SPLIT") (collectively, the "LARSCOM VOTING PROPOSAL") by Xxxxxx Partner’s Larscom's stockholders under the DGCL and the certificate rules of incorporation of Merger Partner The Nasdaq Stock Market, Inc. and applicable law (the “"LARSCOM STOCKHOLDER APPROVAL") and the approval of the Second Merger Partner Stockholder Approval”) by Larscom as the sole stockholder of the Transitory Sub, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Larscom Board, at a meeting duly called meeting at which and held, by the unanimous vote of all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair tofair, advisable and in the best interests of, Merger Partner of Larscom and its stockholders, (ii) adopted and approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCLDGCL and the Larscom Charter Documents, (iii) declared this approved the Registration Rights Agreement, (iv) approved the Larscom Voting Agreement advisableand the transactions contemplated thereby, and (ivv) determined directed that this Agreement and the Larscom Voting Proposal be submitted to the stockholders of Larscom for their adoption and approval and resolved to recommend that the stockholders of Xxxxxx Partner Larscom vote to adopt in favor of the adoption of this Agreement and thereby approve the Merger and such other actions as contemplated herebyapproval of the Larscom Voting Proposal. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by Xxxxxx Partner Larscom and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of Larscom and the Transitory Subsidiary (including the approval of the Merger Partnerby Larscom as the sole stockholder of the Transitory Subsidiary), subject only to the required receipt of the Merger Partner Larscom Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming each of Larscom and the due execution and delivery of this Agreement by Public Company, the Transitory Subsidiary constitutes the a valid and binding obligation of Merger Partnereach of Larscom and the Transitory Subsidiary, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). No takeover statute or similar statute or regulation applies to the Merger, this Agreement or any of the transactions contemplated hereby. (b) The execution and delivery of this Agreement by Xxxxxx Partner does each of Larscom and the Transitory Subsidiary do not, and the consummation by Merger Partner Larscom and the Transitory Subsidiary of the transactions contemplated by this Agreement shall notnot a, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or Bylaws of Larscom, the Certificate of Incorporation or Bylaws of the Transitory Subsidiary or of the charter, bylaws or other organizational document of Merger Partnerany other Subsidiary of Larscom, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge Liens on Larscom's or encumbrance any of any nature (“Liens”) on Merger Partner’s its Subsidiaries' assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Larscom or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Larscom Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivvi) of Section 3.4(c4.5(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner Larscom or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)4.5(b) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses which, individually or in the aggregate, are not, reasonably likely to have a Larscom Material Adverse Effect. Section 4.5(b) of the Larscom Disclosure Schedule lists all consents, waivers and approvals under any of Larscom's or any of its Subsidiaries' agreements, licenses or leases required to be expected to obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate were not obtained, would result in a material loss of benefits to Larscom, VINA or the Surviving Corporation as a result of the Merger Partner or a Larscom Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) Entity is required by or with respect to Merger Partner Larscom or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation performance by Xxxxxx Partner Larscom or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) applicable requirements, if any, of the Securities Act or the Exchange Act, (ii) the filing of the Certificate of Merger and Certificate of Ownership and Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner Larscom is qualified as a foreign corporation to transact business, (iiiii) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Registration Statement Exchange Act and materials under Rule 165 and Rule 425 of the Securities Act as may be required in connection with this Agreement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Acttransactions contemplated hereby, (iiiiv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Blue Sky Laws and the Laws laws of any foreign country, (ivv) the filing of a Notification Form: Listing of Additional Shares with The Nasdaq Stock Market, Inc. for the shares of Larscom Common Stock to be issued in the transactions contemplated by this Agreement and (vi) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregatewhich, if not obtained or made, would not be reasonably expected likely to result in have a Merger Partner Larscom Material Adverse Effect. (d) The affirmative vote in favor for adoption of the Merger Partner Larscom Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) power of the outstanding shares of Merger Partner Series D Preferred Larscom Class Common Stock held on the record date for the meeting of Larscom's stockholders to consider the Larscom Voting Proposal (the "LARSCOM MEETING") present or represented by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), proxy is the only vote of the holders of any class or series of Merger Partner’s Larscom's capital stock or other securities necessary for to approve the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this AgreementLarscom Voting Proposal. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner Larscom having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner Larscom may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Each of ABE and Acquisition Sub has all requisite corporate limited liability company power and authority to enter into this Agreement and, subject only and all Transaction Documents to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL which it is or will become a party and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated herebyTransaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner and such Transaction Documents have been duly authorized by all necessary corporate limited liability company action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder ApprovalABE and Acquisition Sub. This Agreement has been and such Transaction Documents have been or, to the extent not executed by ABE or Acquisition Sub as of the date hereof, will be duly executed and delivered by Xxxxxx Partner andABE and/or Acquisition Sub. This Agreement and each of the Transaction Documents to which ABE or Acquisition Sub is a party constitutes, and each of the Transaction Documents to which ABE or Acquisition Sub will become a party, when executed and delivered by ABE and/or Acquisition Sub, will constitute, assuming the due authorization, execution and delivery of this Agreement by Public Companythe other parties hereto and thereto, constitutes the valid and binding obligation of Merger PartnerABE and/or Acquisition Sub, enforceable by HGF and the Selling HGF Partners against such party ABE and/or Acquisition Sub in accordance with its their respective terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws or other laws affecting the enforcement of general applicability relating to or affecting creditors’ rights generally and to by general equity principles (the “Bankruptcy and Equity Exception”)of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (b) The Except as set forth on the ABE Disclosure Schedule, the execution and delivery by ABE and Acquisition Sub of this Agreement by Xxxxxx Partner and the Transaction Documents to which each is or will become a party does not, and the consummation by Merger Partner of the transactions contemplated by this Agreement shall and the Transaction Documents to which each is or will become a party will not, (i) conflict with, or result in any violation or breach of, of any provision of the certificate Certificate of incorporation Organization or bylaws operating agreement of Merger PartnerABE or Acquisition Sub, (ii) conflict with, or to the knowledge of ABE result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required material note, bond, mortgage, indenture, lease, contract or other agreement instrument or obligation to which ABE is a party or by which it or any of its properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Stockholder Approval knowledge of ABE and compliance with assuming the requirements specified accuracy of the representations and warranties made in clauses (i) through (iv) of Section 3.4(c)this Agreement by SDWG, conflict with or violate any permitforeign, concessionfederal, franchisestate, licenselocal or municipal laws, judgmentstatutes, injunctionordinances, orderregulations and rules, decreeor any orders, statutewrits injunctions, Lawawards, ordinance, rule or regulation judgments and decrees applicable to Merger Partner or any of its properties or the assets, except in the case of clauses (ii) properties and (iii) of this Section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Merger Partner Material Adverse Effectbusiness. (c) No None of the execution and delivery by ABE or Acquisition Sub of this Agreement or of any other Transaction Document to which ABE or Acquisition Sub is or will become a party or the consummation of the transactions contemplated by this Agreement or such Transaction Document will require ABE or Acquisition Sub to obtain any consent, approval, license, permit, order or authorization of, or to make any registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) is required by or with respect to Merger Partner in connection with the execution and delivery of this Agreement by Xxxxxx Partner or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in that are listed on the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse EffectABE Disclosure Schedule. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Merger Partner "Company Voting Proposal”") by Xxxxxx Partner’s the Company's stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner "Company Stockholder Approval”) "), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board of Directors of the Company (the "Company Board"), at a meeting duly called meeting at which and held on or prior to the date hereof, by the unanimous vote of all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, to and in the best interests of, Merger Partner of the Company and its stockholders, (ii) approved this Agreement, the Merger Agreement and the actions contemplated by this Agreement declared its advisability in accordance with the provisions of the DGCL, (iii) declared directed that this Agreement advisable, and (iv) determined the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of Xxxxxx Partner the Company vote to adopt in favor of the adoption of this Agreement and thereby approve the approval of the Merger, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and such any other actions as transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the -11- transactions contemplated by this Agreement by Xxxxxx Partner the Company have been duly authorized by all necessary corporate action on the part of Merger Partnerthe Company, subject only to the required receipt of the Merger Partner Company Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Company and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partnerthe Company, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles (the “"Bankruptcy and Equity Exception”"). (b) The execution and delivery of this Agreement by Xxxxxx Partner does the Company do not, and the consummation by Merger Partner the Company of the transactions contemplated by this Agreement Agreement, including, subject to Section 6.22 of this Agreement, the Distribution, shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of Merger Partnerthe Company or of the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgageLien on the Company's or any of its Subsidiary's assets under, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (ivvi) of Section 3.4(c3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b)3.3(b) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, reasonably be expected to result in would not have a Merger Partner Company Material Adverse Effect. Section 3.3(b) of the Company Disclosure Schedule lists all material consents, waivers and approvals under any of the Company's or any of its Subsidiaries' agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “"Governmental Entity”") or any stock market or stock exchange on which shares of Company Common Stock are listed for trading is required by or with respect to Merger Partner the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Company or the consummation by Xxxxxx Partner the Company of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner the Company is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “"SEC”") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iiiiv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws and the Laws securities laws of any foreign country, country and (ivvi) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effectconnection with any applicable Antitrust Law. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Company Common Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public on the record date for the Company (collectively, the “Written Consents”), Stockholders Meeting is the only vote of the holders of any class or series of Merger Partner’s the Company's capital stock or other securities necessary for the adoption and approval of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner the Company of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner the Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Merger Partner Company Voting Proposal”) by Xxxxxx Partnerthe Company’s stockholders shareholders under the DGCL and the certificate of incorporation of Merger Partner NGCL (the “Merger Partner Stockholder Company Shareholder Approval”) ), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Company Board, at a meeting duly called meeting at which and held, by the unanimous vote of all directors were present, by (with Messrs.Tianzhou Deng and Xx Xxxxx abstaining) and upon the approval and recommendation of a unanimous vote, or via unanimous written consent special committee of the Company Board comprised solely of four independent directors (i) determined that the Merger is fair to, and in the best interests of, Merger Partner of the Company and its stockholdersunaffiliated shareholders, (ii) approved this Agreement, the Merger and the actions contemplated by adopted this Agreement in accordance with the provisions of the DGCLNGCL, (iii) declared directed that this Agreement advisable, and the Merger be submitted to the shareholders of the Company for their adoption and approval and resolved to recommend that the shareholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (iv) determined to recommend the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any provision of the NGCL relating to a merger with interested stockholders (including, without limitation, a “fair price,” “moratorium,” or “control share acquisition” statute) that the stockholders of Xxxxxx Partner vote might otherwise apply to adopt this Agreement and thereby approve the Merger and such any other actions as transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Xxxxxx Partner the Company have been duly authorized by all necessary corporate action on the part of Merger Partnerthe Company, subject only to the required receipt of the Merger Partner Stockholder Company Shareholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Company and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of Merger Partnerthe Company, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and similar Laws of general applicability relating to or laws affecting creditors’ rights and remedies generally and to general equity principles (the “Bankruptcy and Equity Exception”)of equity. (b) The execution and delivery of this Agreement by Xxxxxx Partner does the Company do not, and the consummation by Merger Partner the Company of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate articles of incorporation or bylaws by-laws of Merger Partnerthe Company or of the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgageEncumbrance on the Company’s or any of its Subsidiaries’ assets under, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required material note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulesbound, or (iii) subject to obtaining the Merger Partner Stockholder Company Shareholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c)4.3(c) below, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule decree or regulation Law applicable to Merger Partner the Company or any of its Subsidiaries or any of its or their properties or assets, or (iv) result in the creation of a material lien on any of the material properties or assets of the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) of this Section 3.4(b)4.3(b) for any such conflicts, as would notviolations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, could not constitute or could not reasonably be expected to result in constitute a Merger Partner Company Material Adverse Effect. There are no consents, waivers or approvals under any of the Company’s or any of its Subsidiaries’ agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, with any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) Entity is required by or with respect to Merger Partner the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Company or the consummation by Xxxxxx Partner the Company of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate Articles of Merger with the Delaware Secretary of State and appropriate corresponding documents with of the appropriate authorities State of other states in which Merger Partner is qualified as a foreign corporation to transact businessNevada, (ii) the filing of the Registration Proxy Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) SEC in accordance with the Exchange Act, (iii) the filing of such reports, schedules or materials under Section 13, Rule 14a-12 or other relevant sections under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the securities Laws of any foreign country, (iv) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by outstanding Shares on the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of record date for the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), Shareholders Meeting is the only vote of the holders of any class or series of Merger Partnerthe Company’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner the Company of the Merger and the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of Merger Partner the Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Seller has all requisite corporate power and authority to enter into this Agreement and the other agreements contemplated hereby and, subject only to obtaining the adoption Governmental Approvals (including Gaming Approvals) set forth on Section 4.2(a) of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) Seller Disclosure Letter, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions are contemplated by this Agreement in accordance with and the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as agreements contemplated hereby. The execution and delivery of this Agreement and the other agreements contemplated hereby by Seller and the consummation by Seller of the transactions that are contemplated by this Agreement by Xxxxxx Partner and the other agreements contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger Partner, subject only to the required receipt of the Merger Partner Stockholder ApprovalSeller. This Agreement has been been, and the other agreements contemplated hereby have been, or will be at Closing, as applicable, duly executed and delivered by Xxxxxx Partner andSeller, and assuming the due execution and delivery of this Agreement by Public Companyand the other agreements contemplated hereby constitute, constitutes or will constitute at Closing, as applicable, the valid and binding obligation of Merger Partnerthe other parties hereto or thereto (excluding Seller Parent), this Agreement and the other agreements contemplated hereby constitute, or will constitute at Closing, as applicable, the valid and binding obligations of Seller, enforceable against such party Seller in accordance with its their respective terms, subject subject, as to applicable enforcement, to (i) Laws governing bankruptcy, insolvency, fraudulent transfermoratorium, reorganization, moratorium and reorganization or similar Laws in effect that affect the enforcement of general applicability relating to or affecting creditors’ rights generally, (ii) equitable limitations on the availability of specific remedies and to (iii) general principles of equity principles (the “Bankruptcy and Equity ExceptionEnforceability Limitations”). (b) The execution and delivery by Seller of this Agreement by Xxxxxx Partner and the other agreements contemplated hereby does not, and the consummation by Merger Partner Seller of the transactions that are contemplated by this Agreement shall and the other agreements contemplated hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the certificate organizational documents of incorporation or bylaws Seller (assuming compliance with Gaming Laws by Buyer and its Affiliates and the execution and delivery of Merger Partnerthe Xxxxxxxxx Consent to Assignment and the RDA Termination as contemplated herein), (ii) conflict withexcept as set forth in Section 4.2(b) of the Seller Disclosure Letter, or result in the imposition of any Lien (other than a Permitted Encumbrance) on any of the Purchased Assets, (iii) except as set forth in Section 4.2(b) of the Seller Disclosure Letter, result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any material obligation of Seller or loss of any material benefitbenefit to Seller) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any material bond, mortgage, indenture or other material Contract required to which Seller is a party or by which Seller or any of its properties or assets may be disclosed bound or (iv) except as set forth in Section 3.11(a4.2(b) of the Merger Partner Seller Disclosure Schedules, or (iii) Letter and subject to obtaining the Merger Partner Stockholder Approval governmental filings and compliance with the requirements specified other matters referred to in clauses (i) through (iv) of Section 3.4(c4.2(c), contravene, conflict with or violate result in a violation of any of the terms or requirements of any Law or Order, or give any Governmental Entity the right to revoke, cancel or terminate any governmental or regulatory permit, concession, franchise, franchise or license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation in each case applicable to Merger Partner Seller or any of its properties or assets, except other than, in the case of clauses (iiiii) and (iii) of this Section 3.4(biv), as for such violations, breaches, defaults, accelerations, losses, contraventions, conflicts, revocations, cancellations or terminations that would not, individually or in not be material to the aggregate, reasonably be expected to result in a Merger Partner Material Adverse Effectoperation and support of the business conducted at the Property. (c) No Except as set forth in Section 4.2(c) of the Seller Disclosure Letter, no consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) Entity is required by or with respect to Merger Partner Seller in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby by Xxxxxx Partner Seller or the consummation by Xxxxxx Partner Seller of the transactions that are contemplated by this Agreementhereby or thereby, except for (i) the any approvals or filing of notices required under the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact businessGaming Laws, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrationspermits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the renaming or re-branding of the operations at the Property and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iviii) such other filings, consents, declarationsapprovals, orders, authorizations, orderspermits, filings, approvals registrations and registrations that, individually declarations (A) required of or in by Buyer or any of its Affiliates or key employees (including under the aggregate, if not obtained Gaming Laws) or made, (B) the failure of which to obtain would not be reasonably expected material to result in a Merger Partner Material Adverse Effect. (d) The affirmative vote in favor the operation and support of the Merger Partner Voting Proposal by business conducted at the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may voteProperty.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Each of Parent, Company and NewCo has all requisite corporate power and authority to enter into this Agreement and the other agreements contemplated hereby and, subject only to obtaining the adoption of this Agreement (Third Party Consents for the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL Assumed Real Estate Leases and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) Assumed Obligations, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions are contemplated by this Agreement in accordance with and the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as agreements contemplated hereby. The execution and delivery of this Agreement and the other agreements contemplated hereby by Parent, Company and NewCo and the consummation by Parent, Company and NewCo of the transactions that are contemplated by this Agreement by Xxxxxx Partner and the other agreements contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger PartnerParent, subject only to the required receipt of the Merger Partner Stockholder ApprovalCompany and NewCo. This Agreement has been been, and the other agreements contemplated hereby have been, or will be at Closing, as applicable, duly executed and delivered by Xxxxxx Partner andParent, Company and/or NewCo, and assuming the due execution and delivery of this Agreement by Public Companyand the other agreements contemplated hereby constitute, constitutes or will constitute at Closing, as applicable, the valid and binding obligation of Merger Partnerthe other parties hereto, this Agreement and the other agreements contemplated hereby constitute, or will constitute at Closing, as applicable, the valid and binding obligations of Parent, Company and NewCo, enforceable against such party Parent, Company and/or NewCo in accordance with its their respective terms, subject subject, as to enforcement, to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar Laws of general applicability relating to now or hereinafter in effect affecting creditors’ rights generally and to (ii) general principles of equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Xxxxxx Partner Parent, Company and/or NewCo does not, and the consummation by Merger Partner Parent, Company and/or NewCo of the transactions that are contemplated by this Agreement shall will not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Organizational Documents of incorporation Parent, Company or bylaws of Merger PartnerNewCo, (ii) conflict withexcept as set forth in Section 4.4(b) of the Isle Disclosure Letter, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any material obligation of Company or NewCo or loss of any material benefitbenefit to Company or NewCo) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure SchedulesAssumed Contract, or (iii) except as set forth in Section 4.4(b) of the Isle Disclosure Letter and subject to obtaining the Merger Partner Stockholder Approval governmental filings and compliance with the requirements specified other matters referred to in clauses (i) through (iv) of Section 3.4(c4.4(c), conflict with or violate any of the terms or requirements of any Law or judgment, or give any Governmental Entity the right to revoke, cancel or terminate any Governmental Approval, permit, concession, franchise, franchise or license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation in each case applicable to Merger Partner NewCo or any of its properties or assets, except other than, in the case of clauses (ii) and (iii) of this Section 3.4(b), as for such violations, breaches, defaults, accelerations, losses, contraventions, conflicts, revocations, cancellations or terminations that would not, individually or in the aggregate, not reasonably be expected to result in have a Merger Partner NewCo Material Adverse Effect. Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor Company makes any representation or warranty of any nature or kind as to (A) whether the Restructuring Transactions will result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of acceleration of any material obligation or loss of any material benefit) under, any of the terms, conditions or provisions of any Assumed Real Estate Lease, it being understood and agreed that certain of the Assumed Real Estate Leases may be terminated by the respective lessors thereto upon the cessation of casino operations at the Casino, or (B) whether any counterparty to any Assumed Real Estate Lease may have a claim related to the Restructuring Transactions. (c) No Except as set forth in Section 4.4(c) of the Isle Disclosure Letter, no consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, with a Governmental Entity or any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) Approval is required by or with respect to Merger Partner Parent, Company and/or NewCo in connection with the execution and delivery of this Agreement by Xxxxxx Partner Parent, Company and NewCo or the consummation by Xxxxxx Partner Parent, Company and/or NewCo of the transactions that are contemplated by this Agreementhereby, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (ii) such consents, approvals, orders or authorizations of, or registrations, declarations or filings related to, or arising out of, the Restructuring Transactions, including under Gaming Laws relating to the surrender of the Gaming License, and filings as may be required under applicable state securities Laws and the Laws of any foreign country, (iviii) such other filings, consents, declarationsapprovals, orders, authorizations, orderspermits, filings, approvals registrations and registrations that, individually declarations (A) required of or in by Buyer or any of its Affiliates or key employees (including under the aggregate, if not obtained Gaming Laws) or made, (B) the failure of which to obtain would not be reasonably expected to result in have a Merger Partner NewCo Material Adverse Effect. (d) The affirmative vote in favor of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner has Each of the Buyer and the Merger Subsidiary had, as of the date of the Original Merger Agreement, all requisite corporate or limited liability company power and authority to enter into the Original Merger Agreement and to consummate the transactions contemplated by the Original Merger Agreement. Each of the Buyer and the Merger Subsidiary has, as of the date of this Agreement and as of the Closing Date, all requisite corporate or limited liability company power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board of Directors of the Buyer (the “Buyer Board”), at a meeting duly called meeting at which all directors were presentand held, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner the Buyer and its stockholders, stockholders and (ii) approved this Agreement, directed that the Merger and Buyer Voting Proposal be submitted to the actions contemplated by this Agreement in accordance with the provisions stockholders of the DGCL, (iii) declared this Agreement advisable, Buyer for their approval and (iv) determined resolved to recommend that the stockholders of Xxxxxx Partner the Buyer vote in favor of the Buyer Voting Proposal. Prior to adopt this Agreement the mailing of the Joint Proxy Statement/Prospectus to the Buyer’s stockholders, the Buyer Board, at a meeting to be duly called and thereby approve held, will direct that the Merger Buyer Equity Plan Proposal be submitted to the stockholders of the Buyer for their approval and such other actions as contemplated herebywill resolve to recommend that the stockholders of the Buyer vote in favor of the Buyer Equity Plan Proposal. The Assuming the accuracy of the Company’s representations and warranties set forth in Section 3.25, the execution and delivery of this Agreement by the Buyer and the Merger Subsidiary and the consummation by the Buyer and the Merger Subsidiary of the transactions contemplated by this Agreement by Xxxxxx Partner have been duly authorized by all necessary corporate or limited liability company action on the part of Merger Partner, subject only to the required receipt each of the Buyer and the Merger Partner Stockholder ApprovalSubsidiary. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming each of the due execution Buyer and delivery of this Agreement by Public Company, the Merger Subsidiary and constitutes the valid and binding obligation of each of the Buyer and the Merger PartnerSubsidiary, enforceable against such party them in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”)Exceptions. (b) The execution and delivery of the Original Merger Agreement, as of the date of the Original Merger Agreement, and the execution and delivery of this Agreement, as of the date of this Agreement and as of the Closing Date, by Xxxxxx Partner does each of the Buyer and the Merger Subsidiary do not, and the consummation by the Buyer and the Merger Partner Subsidiary of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of Merger Partnerthe Buyer or of the charter, by-laws, or other organizational document of any Subsidiary of the Buyer, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent consent, notice or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge Lien on the Buyer’s or encumbrance any of any nature (“Liens”) on Merger Partnerits Subsidiary’s assets (including Merger Partner Intellectual Property) under any contract or agreement that is material to the business of the termsBuyer and its Subsidiaries, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedulestaken as a whole, or (iii) subject to obtaining the Merger Partner Buyer Stockholder Approval and compliance with the requirements exceptions specified in clauses (i) through (ivvii) of Section 3.4(c4.4(c), conflict with or violate any permit, concession, franchise, license, sublicense, judgment, injunction, order, decree, statute, Lawlaw, ordinance, rule or regulation applicable to Merger Partner the Buyer or any of its Subsidiaries or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b4.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents, notices or waivers not obtained or delivered (as applicable), as would not, individually or in the aggregate, that have not had, and would not reasonably be expected to result in in, a Merger Partner Buyer Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency Governmental Entity or commission any stock market or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) stock exchange on which shares of Buyer Common Stock are listed for trading is required by or with respect to Merger Partner the Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner the Buyer or the Merger Subsidiary or the consummation by Xxxxxx Partner the Buyer or the Merger Subsidiary of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act and any other applicable Antitrust Laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner the Company is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Statement and with the SEC in accordance with the Securities Act, (iv) the filing of the Joint Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) SEC in accordance with the Exchange Act, (iiiv) the filing of such reports, schedules or materials under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (vi) such consents, approvals, orders, authorizations, registrations, declarations declarations, notices and filings as may be required under applicable state securities Laws and the Laws of any foreign countrylaws, (ivvii) the filing with The NASDAQ Stock Market LLC of a Listing of Additional Shares Notification Form with respect to the shares of Buyer Common Stock issuable in connection with the Merger, and (viii) such other consents, declarationsapprovals, licenses, permits, orders, authorizations, ordersregistrations, filingsdeclarations, approvals notices and registrations thatfilings which, if not obtained or made, individually or in the aggregate, if not obtained or made, would not reasonably be reasonably expected to result in a Merger Partner Buyer Material Adverse Effect. (d) The Assuming the accuracy of the Company’s representations and warranties set forth in Section 3.25, the affirmative vote in favor for adoption of each of the Merger Partner Buyer Voting Proposal and the Buyer Equity Plan Proposal by the holders of at least a (i) majority of the votes shares of Buyer Common Stock present or represented by proxy and voting affirmatively or negatively at the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), Buyer Meeting is the only vote of the holders of any class or series of Merger Partnerthe Buyer’s capital stock or other securities necessary for the adoption approval of this Agreement by Xxxxxx Partner the Buyer Voting Proposal and the Buyer Equity Plan Proposal, respectively, and for the consummation by Xxxxxx Partner the Buyer of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner the Buyer having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner the Buyer may vote.

Authority; No Conflict; Required Filings and Consents. (a) Xxxxxx Partner Doubletree has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s stockholders under the DGCL and the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”) Stock Option Agreements and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by a unanimous vote, or via unanimous written consent (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger Agreement and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Xxxxxx Partner vote to adopt this Agreement and thereby approve the Merger and such other actions as contemplated herebyStock Option Agreements. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated by this Agreement and the Stock Option Agreements by Xxxxxx Partner Doubletree have been duly authorized by all necessary corporate action on the part of Merger PartnerDoubletree, subject only to the required receipt approval and adoption of this Agreement and the Doubletree Merger Partner Stockholder Approvalby Doubletree's stockholders under the DGCL. This Agreement has and the Stock Option Agreements have been duly executed and delivered by Xxxxxx Partner and, assuming the due execution Doubletree and delivery of this Agreement by Public Company, constitutes constitute the valid and binding obligation obligations of Merger PartnerDoubletree, enforceable against such party in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles (the “"Bankruptcy and Equity Exception”"). (b) The execution and delivery of this Agreement and the Stock Option Agreements by Xxxxxx Partner Doubletree does not, and the consummation by Merger Partner of the transactions contemplated by this Agreement shall and the Stock Option Agreements will not, (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws of Merger Partner, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Merger Partner’s assets (including Merger Partner Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of the Merger Partner Disclosure Schedules, or (iii) subject to obtaining the Merger Partner Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger Partner or any of its properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Merger Partner Material Adverse Effect.15 (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency authority or instrumentality (a “"Governmental Entity”") is required by or with respect to Merger Partner Doubletree or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Partner and the Stock Option Agreements or the consummation by Xxxxxx Partner of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing of the Certificate pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified 1976, as a foreign corporation to transact businessamended ("HSR Act"), (ii) the filing of a Certificate of Merger with respect to the Registration Statement and Doubletree Merger with the Delaware Secretary of State, (iii) the filing of the Joint Proxy Statement/Prospectus (as defined in Section 3.16 below) with the U.S. Securities and Exchange Commission (the “"SEC”") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act, (iiiiv) such consents, approvals, orders, authorizations, permits, filings or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws laws and the Laws laws of any foreign country, country and (ivvi) such other consents, declarations, authorizations, orders, filings, approvals and registrations that, individually or in the aggregatewhich, if not obtained or made, would not (x) be reasonably expected likely to result in have a Merger Partner Doubletree Material Adverse Effect. Effect or (dy) The affirmative vote in favor substantially impair or delay the consummation of the Merger Partner Voting Proposal by the holders of a (i) majority of the votes represented by the outstanding shares of Merger Partner Voting Common Stock and Xxxxxx Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, and (ii) majority of the votes represented by the outstanding shares of Merger Partner Preferred Stock voting together as a single class on an as-converted to Merger Partner Voting Common Stock basis, including (A) at least one of (1) Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) or (2) the affirmative vote or written consent of the holders of at least seventy percent (70%) of the outstanding shares of Merger Partner Series D Preferred Stock held by stockholders of Merger Partner other than Petrichor, and (B) at least one of (1) CDK Associates L.L.C. or (2) Samsara BioCapital L.P., which is to be delivered pursuant to written consents of stockholders in lieu of a meeting, in form and substance reasonably acceptable to Public Company (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Merger Partner’s capital stock or other securities necessary for the adoption of this Agreement by Xxxxxx Partner and for the consummation by Xxxxxx Partner of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Xxxxxx Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Merger Partner may voteDoubletree Merger.