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

Authority; No Conflict; Required Filings and Consents. (a) 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 approval of the Parent Voting Proposal by the Parent’s stockholders under the rules of The Nasdaq Stock Market (the “Parent Stockholder Approval”) and the vote of the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called and held (i) determined that the Merger is fair and in the best interests of the Parent and its stockholders, (ii) directed that the Parent Voting Proposal be submitted to the stockholders of the Parent for their approval and resolved to recommend that the stockholders of the Parent vote in favor of the Parent Voting Proposal and (iii) to 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 any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each 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 Parent Stockholder Approval. This Agreement has been duly executed and delivered by each of the Parent and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Parent and the Transitory Subsidiary, enforceable in accordance with its terms. (b) The execution and delivery of this Agreement by each of the Parent and the Transitory Subsidiary do not, and the consummation by 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 of Incorporation or By-laws of the Parent or the Transitory Subsidiary, (ii) conflict with, or 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 termination, cancellation or acceleration of any obligation or loss of any material benefit) under, 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 Lien on the Parent’s or the Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any 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 bound, or (iii) subject to obtaining the Parent Stockholder Approval and compliance with the requirements specified in clauses (i) through (viii) of Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to 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 4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to the Parent or the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by 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 the Company is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) 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, (vii) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely, individually or in the aggregate, to have a Parent Material Adverse Effect 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 of the holders of a majority of the shares of Parent Common Stock present or represented by proxy and voting at the Parent Stockholders Meeting is the only vote of the holders of any class or series of the Parent’s capital stock or other securities necessary for approval of the Parent Voting Proposal and for the consummation by the Parent of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of 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 the Parent may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent Public Company and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the approval of the Parent Voting Proposal by the Parent’s stockholders under the rules of The Nasdaq Stock Market (the “Parent Public Company Stockholder Approval”) and the vote of the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Public Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors, (i) determined that the Merger is fair to and in the best interests of the Parent Public Company and its stockholders, (ii) directed that the Parent Public Company Voting Proposal Proposals be submitted to the stockholders of the Parent Public Company for their approval and resolved to recommend that the stockholders of the Parent Public Company vote in favor of the Parent approval of the Public Company Voting Proposal Proposals and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent Public Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The Board of Directors of the Transitory Subsidiary, by unanimous written consent in lieu of a meeting, adopted a resolution approving the Merger Agreement and declaring its advisability. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent Public Company and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Parent Public Company and the Transitory Subsidiary (other than Subsidiary, subject only to the required receipt of the Public Company Stockholder Approval and the adoption of this Agreement by the Parent Public Company in its capacity as the sole stockholder of the Transitory Subsidiary, which shall occur immediately after . Public Company agrees to take the execution and delivery of appropriate action to so adopt this Agreement), subject only to Agreement promptly following the required receipt of the Parent Stockholder Approvaldate hereof. This Agreement has been duly executed and delivered by each of the Parent Public Company and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Parent Public Company and the Transitory Subsidiary, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by each of the Parent Public Company and the Transitory Subsidiary do not, and the consummation by the Parent Public Company 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 of Incorporation or By-laws Bylaws of the Parent Public Company or the Transitory SubsidiarySubsidiary or of the charter, bylaws or other organizational document of any other Subsidiary of Public Company, (ii) conflict with, or 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 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 Lien on the ParentPublic Company’s or the Transitory Subsidiary’s any of its Subsidiaries’ assets under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Parent Public Company or the Transitory Subsidiary 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 Parent Public Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (viii) of Section 4.3(c4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Parent Public Company or the Transitory Subsidiary 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 4.3(b4.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, have not had, and are not reasonably likely to have have, a Parent Public Company Material Adverse Effect. Section 4.4(b) of the Public Company Disclosure Schedule lists all consents, waivers and approvals under any of Public Company’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 Public Company, Merger Partner 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 Governmental Entity or any stock market or stock exchange on which shares of Public Company Common Stock are listed for trading is required by or with respect to the Parent Public Company or the Transitory Subsidiary any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by the Parent Public Company 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 the Company is qualified as a foreign corporation to transact businessState, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 or Section 15(d) 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 herebyhereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities lawslaws and the laws of any foreign country, (vi) the filing of a Notification Form: Listing of Additional Shares with NASDAQ, (vii) an application for re-listing by listed issuer under NASDAQ Marketplace Rule 4340 and (viii) such other consents, licenses, permitsauthorizations, orders, authorizations, filings, approvals and registrations whichthat, individually or in the aggregate, if not obtained or made, would not be reasonably likely, individually or in the aggregate, likely to have a Parent Public Company Material Adverse Effect 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 MergerEffect. (d) The affirmative vote in favor of the Public Company Voting Proposals by the holders of a majority of the votes represented by the outstanding shares of Parent Public Company Common Stock present or represented by proxy and voting at the Parent Stockholders Public Company Meeting is the only vote of the holders of any class or series of the ParentPublic Company’s capital stock or other securities necessary for approval of to approve the Parent Public Company Voting Proposal and for the consummation by the Parent of the other transactions contemplated by this AgreementProposals. There are no bonds, debentures, notes or other indebtedness of the Parent Public 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 the Parent Public Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent and the Transitory Subsidiary The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, perform its obligations hereunder and, subject only to the receipt of the approval of the Parent Voting Proposal by Company Shareholders at the Parent’s stockholders under the rules of The Nasdaq Stock Market (the “Parent Stockholder Approval”) General Meeting and the vote approval of the ParentCourt Order, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the transactions contemplated by hereby and thereby, including the Scheme. The execution, delivery and performance of this Agreement. Without limiting Agreement and the generality other Transaction Documents and the consummation of the foregoingtransactions contemplated hereby and thereby have been duly and validly authorized by the Company Board and, except for the approval of the Company Shareholders at the General Meeting and the filing of the required documents and other actions in connection with the Scheme with, and subject to the receipt of the required sanctioning of the Scheme by, the Board of Directors Court, no other corporate action on the part of the Parent (Company or vote of the “Parent Company Shareholders is necessary to authorize the execution and delivery by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. The Company Board”), at a meeting duly called and held held, by the unanimous vote of all Company Directors, duly adopted the Company Board Recommendation, which such recommendation included, but was not limited to, the Company Board (i) determined determining and declaring that the Merger it is fair and in the best interests of the Parent Company and its stockholdersthe Company Shareholders that the Company enter into this Agreement and consummate the Acquisition, including the Scheme and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein, (ii) directed that approving and declaring the Parent Voting Proposal be submitted to advisability of this Agreement, the stockholders of Acquisition, Scheme and the Parent for their approval and resolved to recommend that the stockholders of the Parent vote in favor of the Parent Voting Proposal and (iii) to 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 any other transactions contemplated by this Agreement. The execution , (iii) declaring that the terms of the Acquisition are fair to the Company and delivery the Company Shareholders, (iv) directing that this Agreement and the Scheme be submitted to Company Shareholders for their adoption and recommending adoption of this Agreement and the consummation of Scheme by such Company Shareholders (the transactions contemplated by this Agreement by the Parent “Company Shareholder Approval”) and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each 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 v) directing that an application be made to the required receipt of the Parent Stockholder ApprovalCourt pursuant to this Scheme. This Agreement has been duly executed and delivered by each the Company and, assuming the due authorization, execution and delivery of this Agreement by the Parent and the Transitory Subsidiary and Acquirer, constitutes the valid and binding obligation of each of the Parent and the Transitory SubsidiaryCompany, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (ba) The execution and delivery of this Agreement by each of the Parent and the Transitory Subsidiary Company do not, and (subject to the receipt of the Company Shareholder Approval) the consummation by the Parent and the Transitory Subsidiary Company of the transactions contemplated by this Agreement Acquisition shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of the Parent or the Transitory SubsidiaryCompany, (ii) except as set forth in Clause 1.4(a) of the Company Disclosure Schedule, conflict with, or 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 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 Lien on the Parent’s or the Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract material agreement or other agreement, material instrument binding upon the Company or obligation to which the Parent or the Transitory Subsidiary is a party or by which any of them its Subsidiaries or any of their respective properties or assets may be boundassets, or (iii) subject to obtaining the Parent Stockholder Approval and compliance with the requirements specified in clauses (i) through (viii) of Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Parent Company or the Transitory Subsidiary 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 4.3(bClause 1.4(a) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations accelerations, losses, penalties or losses Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, are would not reasonably likely be expected to have have, a Parent Company Material Adverse Effect. (cb) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity Relevant Authority 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 the Parent Company or the Transitory Subsidiary any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary Company or the consummation by the Parent or the Transitory Subsidiary Company of the transactions contemplated by this AgreementAcquisition, 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 the Company is qualified as a foreign corporation to transact businessrequired under applicable Law, (ii) the filing U.S. Securities Exchange Act of 1934, and the Registration Statement with rules and regulations promulgated thereunder (the SEC in accordance with the Securities “Exchange Act”), (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Securities Act, (iv) the rules and regulations of the New York Stock Exchange (“NYSE”), (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder (the “HSR Act”), and the antitrust, competition, foreign investment or similar Laws outside of the United States set forth in Clause 1.4(c) of the Company Disclosure Schedule and (vi) the approvals set forth in Clause 1.4(c) of the Company Disclosure Schedule (collectively, the “Company Approvals”), and no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, or notice to, any United States, state of such reportsthe United States or non-United States governmental or regulatory agency, schedules commission, court, body, entity or materials authority, other market administrator, international treaty or standards organization, or national, regional or state organization, or Relevant Authority, is necessary, under Section 13 applicable Law, for the execution, delivery and performance 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 or the consummation by Company of the transactions contemplated hereby, (v) except for such authorizations, consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws, (vii) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations whichor filings that, if not obtained or made, would not reasonably be reasonably likelyexpected to have, individually or in the aggregate, to have a Parent Company Material Adverse Effect 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 MergerEffect. (dc) The only affirmative vote or written consent of the holders of a majority of the shares of Parent Common Stock present or represented by proxy and voting at the Parent Stockholders Meeting is the only vote of the holders of any class or series of the Parent’s capital stock or other securities necessary for approval of the Parent Voting Proposal and for Company necessary to consummate the consummation by Acquisition is the Parent of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of 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 the Parent may voteCompany Shareholder Approval.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent and the Transitory Subsidiary The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the approval receipt of the Parent Voting Proposal by Company Stockholder Approval and assuming the accuracy of the Parent’s stockholders under the rules of The Nasdaq Stock Market (the “Parent Stockholder Approval”) and the vote of the ParentTransitory Subsidiary’s representation and warranty set forth in Section 4.6, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to perform its obligations hereunder and consummate the transactions contemplated by this AgreementMerger. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent The Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors acting on the unanimous recommendation of the Independent Committee, duly adopted resolutions (i) determined determining and declaring that the Merger it is fair and in the best interests of the Parent Company and its stockholdersthe stockholders of the Company that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth herein, (ii) directed approving and declaring the advisability of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) declaring that the Parent Voting Proposal terms of the Merger are fair to the Company and the Company’s stockholders and (iv) directing that this Agreement be submitted to the Company’s stockholders of at the Parent Company Stockholders Meeting for their approval adoption and resolved to recommend recommending that the stockholders of the Parent vote in favor of the Parent Voting Proposal and (iii) to 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 any other transactions contemplated by Company adopt this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent and the Transitory Subsidiary Company have been duly authorized by all necessary corporate action on the part of each the Company, subject to receipt of the Parent Company Stockholder Approval and assuming the accuracy of the Parent’s and the Transitory Subsidiary (other than the adoption of this Agreement by the Parent Subsidiary’s representation and warranty set forth 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 Parent Stockholder ApprovalSection 4.6. This Agreement has been duly executed and delivered by each the Company and, assuming the due authorization, execution and delivery of this Agreement by the Parent and the Transitory Subsidiary and Subsidiary, constitutes the valid and binding obligation of each of the Parent and the Transitory SubsidiaryCompany, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by each of the Parent and the Transitory Subsidiary Company do not, and (subject to receipt of the Company Stockholder Approval and assuming the accuracy of the Parent’s and the Transitory Subsidiary’s representation and warranty set forth in Section 4.6) the consummation by the Parent and the Transitory Subsidiary 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 By-laws bylaws of the Parent Company or of the Transitory Subsidiarycharter, bylaws or other organizational document of any Subsidiary of the Company, (ii) conflict with, or 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 termination, cancellation or acceleration of any obligation or loss of any material benefit) under, 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 Lien Liens on the ParentCompany’s or the Transitory any of its Subsidiary’s assets under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, (A) Material Contract or (B) any other lease, license, sublicense, contract or other agreement, instrument or obligation to which the Parent Company or the Transitory Subsidiary 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 Parent Stockholder Approval and compliance with the requirements specified in clauses (i) through (viiiv) of Section 4.3(c3.4(c), conflict with or violate any (Y) Regulatory Permit or (Z) other permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Parent Company or the Transitory Subsidiary any of its Subsidiaries or any of its or their respective properties or assets, (iv) result in a material expansion of the rights with respect to Company Intellectual Property licensed to any Person by the Company or its Subsidiaries, or (v) result in the licensing of any source code included in the Company Intellectual Property to any Person by the Company or its Subsidiaries, or the release to any Person of source code included in the Company Intellectual Property pursuant to any escrow or other similar agreement to which the Company is a party; except in the case of clauses (ii), (iii), (iv) and (iiiv) of this Section 4.3(b3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations accelerations, losses, penalties or losses Liens, and for any consents, notices or waivers not obtained or delivered (as applicable), that, individually or in the aggregate, are would not reasonably likely be expected to have result in a Parent Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any 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 the Parent Company or the Transitory Subsidiary any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary Company or the consummation by the Parent or the Transitory Subsidiary Company 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 the Company is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Proxy Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iviii) the filing of such other 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, (iv) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities laws or the rules and regulations of the New York Stock Exchange, (v) such consents, approvals, orders, authorizations, registrations, declarations declarations, notices and filings as may be required under applicable state securities lawsin connection with the Regulatory Permits as disclosed on Section 3.4(c) of the Company Disclosure Schedule, and (viivi) such other consents, approvals, licenses, permits, orders, authorizations, filingsregistrations, approvals declarations, notices and registrations filings which, if not obtained or made, would not be reasonably likely, individually or in the aggregate, would not reasonably be expected to have result in a Parent Company Material Adverse Effect 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 MergerEffect. (d) The affirmative vote Assuming the accuracy of the holders of a majority of Parent’s and the shares of Parent Common Stock present or represented by proxy Transitory Subsidiary’s representation and voting at the Parent Stockholders Meeting is the only warranty set forth in Section 4.6, no vote of the holders of any class or series of the ParentCompany’s capital stock or other securities is necessary for approval the adoption of the Parent Voting Proposal and this Agreement or for the consummation by the Parent Company of the other transactions contemplated by this AgreementMerger, except for the Company Stockholder Approval. There are no bonds, debentures, notes or other indebtedness of the Parent 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 the Parent Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent Public Company and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the approval of the Parent Voting Proposal by the Parent’s stockholders under the rules of The Nasdaq Stock Market (the “Parent Public Company Stockholder Approval”) and the vote of the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Public Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors, (i) determined that the Merger is fair to and in the best interests of the Parent Public Company and its stockholders, (ii) directed that the Parent Public Company Voting Proposal Proposals be submitted to the stockholders of the Parent Public Company for their approval and resolved to recommend that the stockholders of the Parent Public Company vote in favor of the Parent approval of the Public Company Voting Proposal Proposals and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent Public Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The board of directors of the Transitory Subsidiary, by unanimous written consent in lieu of a meeting, adopted a resolution approving this Agreement and declaring its advisability, and Public Company approved this Agreement in its capacity as sole stockholder of Transitory Subsidiary by unanimous written consent. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent Public Company and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Parent Public Company 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 Parent Public Company Stockholder Approval. Public Company 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 each of the Parent Public Company and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Parent Public Company and the Transitory Subsidiary, enforceable in accordance with its terms. (b) The execution and delivery of this Agreement by each of the Parent Public Company and the Transitory Subsidiary do not, and the consummation by the Parent Public Company 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 Articles of Incorporation or By-laws Bylaws of the Parent Public Company or the Transitory SubsidiarySubsidiary or of the charter, bylaws or other organizational document of any other Subsidiary of Public Company, (ii) conflict with, or 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 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 Lien on the ParentPublic Company’s or the Transitory Subsidiary’s any of its Subsidiaries’ assets under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Parent Public Company or the Transitory Subsidiary any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (iii) subject to obtaining the Parent Public Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (viiivi) of Section 4.3(c4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Parent Public Company or the Transitory Subsidiary 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 4.3(b4.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, have not had, and are not reasonably likely to have have, a Parent Public Company Material Adverse Effect. Section 4.4(b) of the Public Company Disclosure Schedule lists all consents, waivers and approvals under any of Public Company’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 Public Company, Merger Partner or the Surviving Entity as a result of the Merger. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Public Company Common Stock are listed for trading is required by or with respect to the Parent Public Company or the Transitory Subsidiary any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by the Parent Public Company or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing of the Louisiana Certificate of Merger with the Delaware Louisiana Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact businessState, (ii) the filing of the Registration Proxy Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus to be filed with the SEC in accordance with the Exchange Act and provided to stockholders pursuant to the MGCL and the Exchange Act, (iviii) the filing of such reports, schedules or materials under Section 13 or Section 15(d) 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 herebyhereby and thereby, (viv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities lawslaws and the laws of any foreign country, (viiv) such notices, consents, approvals and listing applications as may be required by the listing rules and regulations of NYSE AMEX and (vi) such other consents, licenses, permitsauthorizations, orders, authorizations, filings, approvals and registrations whichthat, individually or in the aggregate, if not obtained or made, would not be reasonably likely, individually or in the aggregate, likely to have a Parent Public Company Material Adverse Effect 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 MergerEffect. (d) The affirmative vote in favor of (i) the issuance of Public Company Common Stock to effect the Merger by the holders of a majority of the votes cast at the meeting of Public Company stockholders (the “Public Company Meeting”), (ii) the amendment to Article I of Public Company’s Articles of Incorporation to change Public Company’s legal name to Pernix Therapeutics Holdings, Inc. by the holders of a majority of the total shares of Parent Public Company Common Stock present or represented by proxy outstanding as of the record date for determining the Public Company stockholders entitled to notice of and voting to vote at the Parent Stockholders Public Company Meeting is (the “Record Date”), (iii) the Public Company Charter Amendment reflecting the potential Reverse Stock Split by the holders of two-thirds of the total shares of Public Company Common Stock outstanding as of the Record Date and (iv) the adoption of the 2009 Stock Incentive Plan in the form set forth as Exhibit G to this Agreement by a majority of the votes cast at the Public Company Meeting (collectively, the “Public Company Voting Proposals”) are the only vote votes of the holders of any class or series of the ParentPublic Company’s capital stock or other securities necessary for approval of to approve the Parent Public Company Voting Proposal and for Proposals (the consummation by the Parent of the other transactions contemplated by this Agreement“Requisite Vote”). There are no bonds, debentures, notes or other indebtedness of the Parent Public 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 the Parent Public Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of Seller has the Parent and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the Transaction and perform its obligations hereunder and thereunder. As of the date that the Joinder is deliver to Purchaser, the execution and delivery by Seller of this Agreement, each Ancillary Agreement to which it is a party and the Joinder (if and when delivered) and the consummation by Seller of the Transaction and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of directors of Seller and, except for subject only to the approval of the Parent Voting Proposal Merger Agreement by holders of at least a majority of the Parentoutstanding shares of Seller’s stockholders under common stock, par value $0.01 per share (such vote, together with the rules occurrence of The Nasdaq Stock Market (any related advisory votes, the “Parent Seller Stockholder Approval”) and ), no other corporate proceedings on the part of Seller or vote of the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), Seller’s securityholders are necessary to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called and held (i) determined that the Merger is fair and in the best interests of the Parent and its stockholders, (ii) directed that the Parent Voting Proposal be submitted to the stockholders of the Parent for their approval and resolved to recommend that the stockholders of the Parent vote in favor of the Parent Voting Proposal and (iii) to 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 any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and authorize the consummation of the transactions contemplated by Transaction. As of the date that the Joinder is deliver to Purchaser, this Agreement by the Parent has been, and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Parent and the Transitory Subsidiary (other than the adoption of this Ancillary 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 will be at or prior to the required receipt of the Parent Stockholder Approval. This Agreement has been Closing, duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by the other parties (other than the Companies), this Agreement constitutes, and each of the Parent Ancillary Agreement when so executed and the Transitory Subsidiary and constitutes delivered will constitute, the valid and binding obligation of each of the Parent and the Transitory SubsidiarySeller, enforceable against Seller in accordance with its their respective terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger (as defined in the Merger Agreement), (ii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iii) the U.S. Securities Act of 1933, as amended, and the rules promulgated thereunder (the “Securities Act”), (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of Nasdaq Global Select Market, (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws, (vii) filings with and approval by the FTC and (viii) the Seller Stockholder Approval (collectively, the “Seller Approvals”), and, subject to the accuracy of the representations and warranties set forth Section 5.02(b) and Section 8.02(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with any Governmental Entity is necessary, under applicable Law, for the consummation by Seller of the Transaction, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Transaction and have not had or would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect. (c) The execution and delivery by Seller of this Agreement by each of the Parent and the Transitory Subsidiary do does not, and (assuming Seller Approvals and the consent of the Lessor to the Transaction are obtained) the consummation by of Transaction and compliance with the Parent and the Transitory Subsidiary of the transactions contemplated by this Agreement shall provisions hereof will not, (i) conflict withresult in any loss, or suspension, limitation or impairment of any right of Seller or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation or breach of, any provision of the Certificate of Incorporation or By-laws of the Parent or the Transitory Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute default (with or without notice or lapse of time, or both) a default (under, or give rise to a right of termination, cancellation cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any material benefit) underloan, require a consent guarantee of indebtedness or waiver undercredit agreement, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien on the Parent’s or the Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any 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 boundcontract, or (iii) subject to obtaining the Parent Stockholder Approval and compliance with the requirements specified in clauses (i) through (viii) of Section 4.3(c)instrument, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule right or regulation applicable to the Parent or the Transitory Subsidiary license binding upon Seller or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien (other than (x) Permitted Liens (other than Permitted Closing Liens) that will be released and extinguished on or prior to the Closing and (y) Permitted Closing Liens), in each case, upon any of the properties or assetsassets of Seller or any of its Subsidiaries, except in the case of clauses (ii) and (iii) of this Section 4.3(b) for any such losses, suspensions, limitations, impairments, conflicts, violations, breaches, defaults, terminations, cancellationscancellation, accelerations or losses thatLiens which have not had or would not reasonably be expected to have, individually or in the aggregate, are not reasonably likely to have a Parent Seller Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to the Parent or the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by 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 the Company is qualified as a foreign corporation to transact business, (ii) the filing conflict with or result in any violation of any provision of the Registration Statement with the SEC certificate of incorporation or bylaws or other equivalent organizational document, in accordance with the Securities Acteach case as amended or restated, of Seller or any of its Subsidiaries, or (iii) the filing of the Joint Proxy Statement/Prospectus conflict with the SEC in accordance with the Exchange Actor violate any applicable Laws, (iv) the filing of except for such reports, schedules conflict or materials under Section 13 of violation as has not had 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, (vii) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, would not reasonably be reasonably likelyexpected to have, individually or in the aggregate, to have a Parent Seller Material Adverse Effect 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 MergerEffect. (d) The affirmative vote of the holders of a majority of the shares of Parent Common Stock present or represented by proxy and voting at the Parent Stockholders Meeting is the only vote of the holders of any class or series of the Parent’s capital stock or other securities necessary for approval of the Parent Voting Proposal and for the consummation by the Parent of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of 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 the Parent may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to (A) if applicable, the approval of the Parent Buyer Voting Proposal by the ParentBuyer’s stockholders under the rules of The Nasdaq Stock Market (the “Parent Stockholder Buyer Transaction Approval”), and (B) and the vote approval of the Parent, as sole stockholder Buyer’s stockholders of an amendment to the Certificate of Incorporation of the Transitory Subsidiary Buyer to increase the number of authorized shares of Buyer Common Stock from 50,000,000 to 100,000,000 (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement)“Buyer Charter Approval”, and collectively with the Buyer Transaction Approval, the “Buyer Stockholder Approvals”) to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent Buyer (the “Parent Buyer Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Parent Buyer and its stockholders, (ii) directed that the Parent Buyer Voting Proposal Proposals be submitted to the stockholders of the Parent Buyer for their approval and resolved to recommend that the stockholders of the Parent Buyer vote in favor of the Parent Buyer Voting Proposal Proposals and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent Buyer not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Parent Buyer and the Transitory Subsidiary (other than including the adoption approval of this Agreement the Merger by the Parent Buyer 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 Parent Buyer Stockholder ApprovalApprovals. This Agreement has been duly executed and delivered by each of the Parent Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Parent Buyer and the Transitory Subsidiary, enforceable in accordance with its terms. (b) The execution and delivery of this Agreement by each of the Parent Buyer and the Transitory Subsidiary do not, and the consummation by the Parent 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 of the Certificate of Incorporation or By-laws of the Parent Buyer or of the Articles of Incorporation or By-laws of the Transitory Subsidiary, (ii) conflict with, or 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 termination, cancellation or acceleration of any obligation or loss of any material benefit) under, 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 Lien on the ParentBuyer’s or the Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Parent Buyer or the Transitory Subsidiary 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 Parent Buyer Stockholder Approval Approvals and compliance with the requirements specified in clauses (i) through (viiiix) of Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Parent Buyer 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 4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, are may not reasonably likely be expected to have a Parent Buyer Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to the Parent Buyer or the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Parent Buyer or the Transitory Subsidiary or the consummation by the Parent 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 compliance with other applicable Antitrust Laws, (ii) the filing of the Certificate Agreement of Merger with the Delaware California Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iiiiv) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (ivv) 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, (vvi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state and foreign securities laws, ; (vii) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, would could not reasonably be reasonably likelyexpected, individually or in the aggregate, to have a Parent Buyer Material Adverse Effect Effect, (viii) the filing of the Certificate of Amendment to the Certificate of Incorporation of the Buyer with the Delaware Secretary of State increasing the number of authorized shares of Buyer Common Stock to 100,000,000, and (viiiix) the filing with The Nasdaq Stock Market of a Notification Form for Listing of Additional Shares with respect to the shares of Parent Buyer Common Stock issuable in connection with the Merger. (d) The affirmative vote of the holders of (i) a majority of the shares of Parent Buyer Common Stock present or represented by proxy and voting at the Parent Buyer Stockholders Meeting is the only vote of the holders of any class or series of the ParentBuyer’s capital stock or other securities necessary to obtain the Buyer Transaction Approval and (ii) a majority of the shares of Buyer Common Stock outstanding as of the record date for the Buyer Stockholders Meeting is the only vote of the holders of any class or series of the Buyer’s capital stock or other securities necessary to obtain the Buyer Charter Approval, and such votes are the only votes of the holders of any class or series of the Buyer’s capital stock or other securities necessary for approval of the Parent Voting Proposal and for the consummation by the Parent Buyer of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of the Parent 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 the Parent Buyer may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent Public Company and the Transitory Merger Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject only to the approval of the Parent Voting Proposal by the Parent’s stockholders under the rules of The Nasdaq Stock Market (the “Parent Stockholder Approval”) and the vote of the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), other agreements contemplated hereby and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called perform its respective obligations hereunder and held (i) determined that the Merger is fair and in the best interests of the Parent and its stockholders, (ii) directed that the Parent Voting Proposal be submitted to the stockholders of the Parent for their approval and resolved to recommend that the stockholders of the Parent vote in favor of the Parent Voting Proposal and (iii) to 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 any other transactions contemplated by this Agreementthereunder. The execution and delivery by Public Company and Merger Subsidiary of this Agreement and the other agreements contemplated hereby and, subject to obtaining the Public Company Stockholder Approval, which is the only approval required from the shareholders of Public Company and its Subsidiaries, the performance by Public Company and Merger Subsidiary of this Agreement and the consummation by Public Company and Merger Subsidiary of the transactions contemplated by this Agreement by the Parent and the Transitory Subsidiary Transactions have been duly and validly authorized by all necessary corporate action on the part of each of the Parent Public Company and the Transitory Subsidiary (other than the adoption of this Agreement by the Parent in its capacity as the sole stockholder of the Transitory Merger Subsidiary, which shall occur immediately after the execution and delivery of this Agreement), subject only to the required receipt of the Parent Stockholder Approvalrespectively. This Agreement has and all other agreements contemplated hereby have been duly and validly executed and delivered by each of Public Company and Merger Subsidiary and, assuming the Parent due execution and delivery hereof and thereof by the Transitory Subsidiary other parties hereto and thereto, constitutes the or will constitute a valid and binding obligation of each of the Parent Public Company and the Transitory Merger Subsidiary, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The Public Company Board (at a meeting or meetings duly called and held and at which all members were present) has unanimously: (i) determined that the Transactions are fair to, advisable and in the best interests of Public Company and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Transactions, including the issuance of shares of Public Company Common Stock to the stockholders of Blockers and Merger Partner pursuant to the terms of this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Public Company vote to approve the Public Company Stockholder Matters and the Other Public Company Stockholder Matters. The board of directors of Xxxxxx Xxxxxxxxxx (by unanimous written consent) has: (A) determined that the Transactions are fair to, advisable, and in the best interests of Merger Subsidiary and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Transactions, including the Merger Partner Xxxxxx; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole stockholder of Merger Subsidiary vote to adopt this Agreement and thereby approve the Transactions. (c) Subject to the filing of the each Blocker Certificate of Merger and the Merger Partner Certificate of Merger as required by Delaware Law, neither the execution and delivery by Public Company or Merger Subsidiary of this Agreement or any other agreement contemplated hereby, nor the performance by each Public Company or Merger Subsidiary of the Parent and the Transitory Subsidiary do nottheir respective obligations hereunder or thereunder, and nor the consummation by the Parent and the Transitory Public Company or Merger Subsidiary 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 Organizational Documents of Incorporation Public Company or By-laws of the Parent Merger Subsidiary, each as amended or the Transitory Subsidiaryrestated to date, (ii) require on the part of Public Company or Merger Subsidiary or any of their respective 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 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 any obligation or loss of any material benefit) obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require a any notice, consent or waiver under, constitute a change in control underany contract, require the payment of a penalty under or result in the imposition of any Lien on the Parent’s or the Transitory Subsidiary’s assets underlease, any of the termssublease, conditions or provisions of any notelicense, bondsublicense, mortgagefranchise, permit, indenture, leaseagreement or mortgage for borrowed money, licenseinstrument of Indebtedness, contract Lien (other than Permitted Liens) or other agreement, instrument or obligation arrangement to which the Parent Public Company or the Transitory Subsidiary any of its Subsidiaries is a party or by which any of them are bound or to which any of their assets are subject, (iv) result in the imposition of any Lien other than Permitted Liens upon any assets of Public Company or any of their properties or assets may be bound, its Subsidiaries or (iiiv) subject to obtaining the Parent Stockholder Approval and compliance with the requirements specified in clauses (i) through (viii) of Section 4.3(c), conflict with or violate any permitorder, concession, franchise, license, judgmentwrit, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Parent or the Transitory Subsidiary Public Company or any of its Subsidiaries or any of their respective properties or assetsassets of any of the foregoing, except in the case of clauses (ii) and through (iiiv) of this Section 4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses thatas would not, individually or in the aggregate, are not reasonably likely be expected to have result in a Parent Public Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to the Parent or the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by 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 the Company is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) 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, (vii) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely, individually or in the aggregate, to have a Parent Material Adverse Effect 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 of the holders of a majority of the shares of Parent Common Stock present or represented by proxy and voting at the Parent Stockholders Meeting is the only vote of the holders of any class or series of the Parent’s capital stock or other securities necessary for approval of the Parent Voting Proposal and for the consummation by the Parent of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of 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 the Parent may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent Public Company and the Transitory Subsidiary Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject only to the approval of the Parent Voting Proposal by the Parent’s stockholders under the rules of The Nasdaq Stock Market (the “Parent Public Company Stockholder Approval”) Approval and the vote adoption of this Agreement by Public Company in its capacity as the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement)Merger Sub, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Public Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors in attendance, (i) determined that the Merger is fair to, and in the best interests of the Parent Public Company and its stockholders, stockholders and (ii) directed that the Parent Public Company Voting Proposal and, as applicable, the Other Public Company Voting Proposals, be submitted to the stockholders of the Parent Public Company for their approval and resolved to recommend that the stockholders of the Parent Public Company vote in favor of the Parent approval of Public Company Voting Proposal and (iii) to and, as applicable, 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 any other transactions contemplated by this AgreementOther Public Company Voting Proposals. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent Public Company and the Transitory Subsidiary Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Parent Public Company 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)Merger Sub, subject only to the required receipt of the Parent Public Company Stockholder ApprovalApproval and the adoption of this Agreement by Public Company in its capacity as the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by each of Public Company and Merger Sub and, assuming the Parent due execution and the Transitory Subsidiary and delivery by Merger Partner, constitutes the valid and binding obligation of each of the Parent Public Company and the Transitory SubsidiaryMerger Sub, enforceable against Public Company and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by each of the Parent Public Company and the Transitory Subsidiary Merger Sub do not, and the consummation by the Parent Public Company and the Transitory Subsidiary Merger 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 certificate of Incorporation incorporation or By-laws bylaws of Public Company or Merger Sub or of the Parent charter, bylaws or the Transitory Subsidiaryother organizational document of any other Subsidiary of Public Company, each as amended, (ii) conflict with, or 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 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 Lien on the ParentPublic Company’s or the Transitory Subsidiary’s any of its Subsidiaries’ assets under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation Contract required to which be disclosed in Section 4.11(d) of the Parent or the Transitory Subsidiary is a party or by which any of them or any of their properties or assets may be boundPublic Company Disclosure Schedule, or (iii) subject to obtaining the Parent Public Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (viiivii) of Section 4.3(c4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Parent Public Company or the Transitory Subsidiary 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 4.3(b) 4.4(b), for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregateaggregate have not had, and are not reasonably likely to have result in, the loss of a Parent material benefit to, or in the creation of a material liability for, Public Company or would not reasonably be expected to result in a Public Company Material Adverse Effect. Section 4.4(b) of the Public Company Disclosure Schedule lists all consents, waivers and approvals under any of Public Company’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, Public Company, Merger Partner 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 Governmental Entity or any stock market or stock exchange on which shares of Public Company Common Stock are listed for trading is required by or with respect to the Parent Public Company or the Transitory Subsidiary any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by the Parent Public Company or the Transitory Subsidiary Merger Sub 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 the Company is qualified as a foreign corporation to transact businessState, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) 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 herebyhereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities lawslaws and the laws of any foreign country, (vi) the filing of an initial listing application for the Public Company Common Stock on Nasdaq with respect to the shares of Public Company Common Stock to be issued pursuant to this Agreement (the “Nasdaq Listing Application”) and (vii) such other consents, licenses, permitsauthorizations, orders, authorizations, filings, approvals and registrations whichthat, individually or in the aggregate, if not obtained or made, would not be reasonably likely, individually or result in the aggregate, to have a Parent Material Adverse Effect and (viii) the filing with The Nasdaq Stock Market loss of a Notification Form for Listing material benefit to, or the creation of Additional Shares with respect to the shares any material liability for, Public Company or Merger Partner as a result of Parent Common Stock issuable in connection with the Merger. (d) The affirmative vote in favor of (i) Public Company Voting Proposal and the approval of the issuance of the securities of Public Company in the Post-Closing Financing, by the holders of a majority of the shares of Parent Public Company Common Stock present or represented by proxy and voting at the Parent Stockholders Public Company Meeting and (ii) the Other Public Company Voting Proposals with respect to amendments to Public Company’s certificate of incorporation to effect the Reverse Stock Split and to change the name of Public Company to X4 Pharmaceuticals, Inc. immediately following the Effective Time, by the holders of a majority of the issued and outstanding shares of Public Company Common Stock as of the record date for the Public Company Meeting is the only vote of the holders of any class or series of the ParentPublic Company’s capital stock or other securities of Public Company necessary for approval of to approve the Parent Public Company Voting Proposal and for the consummation by the Parent of the other transactions contemplated by this Agreementapplicable Other Public Company Voting Proposals. There are no bonds, debentures, notes or other indebtedness of the Parent Public 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 the Parent Public Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent Public Company and the Transitory Subsidiary Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject only to the approval of the Parent Voting Proposal by the Parent’s stockholders under the rules of The Nasdaq Stock Market (the “Parent Public Company Stockholder Approval”) Approval and the vote adoption of this Agreement by Public Company in its capacity as the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement)Merger Sub, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Public Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors, (i) determined that the Merger is fair to, and in the best interests of the Parent Public Company and its stockholders, stockholders and (ii) directed that the Parent Public Company Voting Proposal Proposals be submitted to the stockholders of the Parent Public Company for their approval and resolved to recommend that the stockholders of the Parent Public Company vote in favor of the Parent approval of Public Company Voting Proposal and (iii) to 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 any other transactions contemplated by this AgreementProposals. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent Public Company and the Transitory Subsidiary Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Parent Public Company 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)Merger Sub, subject only to the required receipt of the Parent Public Company Stockholder ApprovalApproval and the adoption of this Agreement by Public Company in its capacity as the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by each of Public Company and Merger Sub and, assuming the Parent due execution and the Transitory Subsidiary and delivery of this Agreement by Merger Partner, constitutes the valid and binding obligation of each of the Parent Public Company and the Transitory SubsidiaryMerger Sub, enforceable against Public Company and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by each of the Parent Public Company and the Transitory Subsidiary Merger Sub do not, and the consummation by the Parent Public Company and the Transitory Subsidiary Merger 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 certificate of Incorporation incorporation or By-laws bylaws of Public Company or Merger Sub or of the Parent charter, bylaws or the Transitory Subsidiaryother organizational document of any other Subsidiary of Public Company, (ii) conflict with, or 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 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 Lien on the ParentPublic Company’s or the Transitory Subsidiary’s any of its Subsidiaries’ assets under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation Contract required to which be disclosed in Section 4.11(d) of the Parent or the Transitory Subsidiary is a party or by which any of them or any of their properties or assets may be boundPublic Company Disclosure Schedule, or (iii) subject to obtaining the Parent Public Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (viiivii) of Section 4.3(c4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Parent Public Company or the Transitory Subsidiary 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 4.3(b) 4.4(b), for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregateaggregate have not had, and are not reasonably likely to have result in, the loss of a Parent Material Adverse Effectmaterial benefit to, or in the creation of a material liability for, Public Company. Section 4.4(b) of the Public Company Disclosure Schedule lists all consents, waivers and approvals under any of Public Company’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, Public Company, Merger Partner 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 Governmental Entity or any stock market or stock exchange on which shares of Public Company Common Stock are listed for trading is required by or with respect to the Parent Public Company or the Transitory Subsidiary any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by the Parent Public Company or the Transitory Subsidiary Merger Sub 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 the Company is qualified as a foreign corporation to transact businessState, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) 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 herebyhereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities lawslaws and the laws of any foreign country, (vi) the filing of an initial listing application for the Public Company Common Stock on Nasdaq with respect to the shares of Public Company Common Stock to be issued pursuant to this Agreement (the “Nasdaq Listing Application”) and (vii) such other consents, licenses, permitsauthorizations, orders, authorizations, filings, approvals and registrations whichthat, individually or in the aggregate, if not obtained or made, would not be reasonably likely, individually or result in the aggregate, to have a Parent Material Adverse Effect and (viii) the filing with The Nasdaq Stock Market loss of a Notification Form for Listing material benefit to, or the creation of Additional Shares with respect to the shares any material liability for, Public Company or Merger Partner as a result of Parent Common Stock issuable in connection with the Merger. (d) The affirmative vote in favor of Public Company Voting Proposals by the holders of a majority of the shares of Parent Public Company Common Stock present or represented by proxy and voting at the Parent Stockholders Public Company Meeting is the only vote of the holders of any class or series of the ParentPublic Company’s capital stock or other securities of Public Company necessary for approval of to approve the Parent Public Company Voting Proposal and for the consummation by the Parent of the other transactions contemplated by this AgreementProposals. There are no bonds, debentures, notes or other indebtedness of the Parent Public 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 the Parent Public Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent Public Company and the Transitory Subsidiary Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject only to the approval of the Parent Voting Proposal by the Parent’s stockholders under the rules of The Nasdaq Stock Market (the “Parent Stockholder Approval”) Public Company Shareholder Approval and the vote of the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution adoption of this Agreement)Agreement by Public Company in its capacity as the sole Shareholder of Merger Sub, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Public Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors, (i) determined that the Merger is fair to, and in the best interests of the Parent Public Company and its stockholders, shareholders and (ii) directed that the Parent Public Company Voting Proposal Proposals be submitted to the stockholders shareholders of the Parent Public Company for their approval and resolved to recommend that the stockholders shareholders of the Parent Public Company vote in favor of the Parent approval of Public Company Voting Proposal and (iii) to 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 any other transactions contemplated by this AgreementProposals. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent Public Company and the Transitory Subsidiary Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Parent Public Company 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)Merger Sub, subject only to the required receipt of the Parent Stockholder ApprovalPublic Company Shareholder Approval and the adoption of this Agreement by Public Company in its capacity as the sole Shareholder of Merger Sub. This Agreement has been duly executed and delivered by each of Public Company and Merger Sub and, assuming the Parent due execution and the Transitory Subsidiary and delivery of this Agreement by Xxxxxx Partner, constitutes the valid and binding obligation of each of the Parent Public Company and the Transitory SubsidiaryMerger Sub, enforceable against Public Company and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by each of the Parent Public Company and the Transitory Subsidiary Merger Sub do not, and the consummation by the Parent Public Company and the Transitory Subsidiary Merger 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 articles of Incorporation amalgamation, as amended, or By-laws certificate of incorporation bylaws of Public Company or Merger Sub or of the Parent charter, bylaws or the Transitory Subsidiaryother organizational document of any other Subsidiary of Public Company, (ii) conflict with, or 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 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 Lien on the ParentPublic Company’s or the Transitory Subsidiary’s any of its Subsidiaries’ assets under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation Contract required to which be disclosed in Section 4.11(d) of the Parent or the Transitory Subsidiary is a party or by which any of them or any of their properties or assets may be boundPublic Company Disclosure Schedule, or (iii) subject to obtaining the Parent Stockholder Public Company Shareholder Approval and compliance with the requirements specified in clauses (i) through (viiivii) of Section 4.3(c4.04(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Parent Public Company or the Transitory Subsidiary 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 4.3(b) 4.04(b), for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregateaggregate have not had, and are not reasonably likely to have result in, the loss of a Parent Material Adverse Effectmaterial benefit to, or in the creation of a material liability for, Public Company. Section 4.04(b) of the Public Company Disclosure Schedule lists all consents, waivers and approvals under any of Public Company’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, Public Company, Merger Partner 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 Governmental Entity or any stock market or stock exchange on which Public Company Common Shares are listed for trading is required by or with respect to the Parent Public Company or the Transitory Subsidiary any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by the Parent Public Company or the Transitory Subsidiary Merger Sub 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 the Company is qualified as a foreign corporation to transact businessState, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities ActAct and on the System for Electronic Document Analysis and Retrieval (“SEDAR”) under applicable Canadian securities laws, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and on SEDAR under applicable securities law, (iv) 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 or under appliable Canadian securities laws as may be required in connection with this Agreement and the transactions contemplated herebyhereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities lawslaws and the laws of any foreign country, (vi) the filing of an initial listing application for the Public Company Common Shares on Nasdaq with respect to the Public Company Common Shares to be issued pursuant to this Agreement (the “Nasdaq Listing Application”) and (vii) such other consents, licenses, permitsauthorizations, orders, authorizations, filings, approvals and registrations whichthat, individually or in the aggregate, if not obtained or made, would not be reasonably likely, individually or result in the aggregate, to have a Parent Material Adverse Effect and (viii) the filing with The Nasdaq Stock Market loss of a Notification Form for Listing material benefit to, or the creation of Additional Shares with respect to the shares any material liability for, Public Company or Merger Partner as a result of Parent Common Stock issuable in connection with the Merger. (d) The affirmative vote in favor of Public Company Voting Proposals by the holders of a majority of the shares of Parent Public Company Common Stock Shares present or represented by proxy and voting at the Parent Stockholders Public Company Meeting is the only vote of the holders of any class or series of the ParentPublic Company’s capital stock or other securities of Public Company necessary for approval of to approve the Parent Public Company Voting Proposal and for the consummation by the Parent of the other transactions contemplated by this AgreementProposals. There are no bonds, debentures, notes or other indebtedness of the Parent Public 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 the Parent Public Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent Public Company and the Transitory Subsidiary Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject only to the approval of the Parent Voting Proposal by the Parent’s stockholders under the rules of The Nasdaq Stock Market (the “Parent Stockholder Approval”) Public Company Shareholder Approval and the vote of the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution adoption of this Agreement)Agreement by Public Company in its capacity as the sole Shareholder of Merger Sub, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Public Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors, (i) determined that the Merger is fair to, and in the best interests of the Parent Public Company and its stockholders, shareholders and (ii) directed that the Parent Public Company Voting Proposal Proposals be submitted to the stockholders shareholders of the Parent Public Company for their approval and resolved to recommend that the stockholders shareholders of the Parent Public Company vote in favor of the Parent approval of Public Company Voting Proposal and (iii) to 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 any other transactions contemplated by this AgreementProposals. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent Public Company and the Transitory Subsidiary Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Parent Public Company 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)Merger Sub, subject only to the required receipt of the Parent Stockholder ApprovalPublic Company Shareholder Approval and the adoption of this Agreement by Public Company in its capacity as the sole Shareholder of Merger Sub. This Agreement has been duly executed and delivered by each of Public Company and Merger Sub and, assuming the Parent due execution and the Transitory Subsidiary and delivery of this Agreement by Merger Partner, constitutes the valid and binding obligation of each of the Parent Public Company and the Transitory SubsidiaryMerger Sub, enforceable against Public Company and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by each of the Parent Public Company and the Transitory Subsidiary Merger Sub do not, and the consummation by the Parent Public Company and the Transitory Subsidiary Merger 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 articles of Incorporation amalgamation, as amended, or By-laws certificate of incorporation bylaws of Public Company or Merger Sub or of the Parent charter, bylaws or the Transitory Subsidiaryother organizational document of any other Subsidiary of Public Company, (ii) conflict with, or 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 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 Lien on the Parent’s Public Company's or the Transitory Subsidiary’s any of its Subsidiaries' assets under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation Contract required to which be disclosed in Section 4.11(d) of the Parent or the Transitory Subsidiary is a party or by which any of them or any of their properties or assets may be boundPublic Company Disclosure Schedule, or (iii) subject to obtaining the Parent Stockholder Public Company Shareholder Approval and compliance with the requirements specified in clauses (i) through (viiivii) of Section 4.3(c4.04(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Parent Public Company or the Transitory Subsidiary 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 4.3(b) 4.04(b), for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregateaggregate have not had, and are not reasonably likely to have result in, the loss of a Parent Material Adverse Effectmaterial benefit to, or in the creation of a material liability for, Public Company. Section 4.04(b) of the Public Company Disclosure Schedule lists all consents, waivers and approvals under any of Public Company'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, Public Company, Merger Partner 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 Governmental Entity or any stock market or stock exchange on which Public Company Common Shares are listed for trading is required by or with respect to the Parent Public Company or the Transitory Subsidiary any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by the Parent Public Company or the Transitory Subsidiary Merger Sub 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 the Company is qualified as a foreign corporation to transact businessState, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities ActAct and on the System for Electronic Document Analysis and Retrieval ("SEDAR") under applicable Canadian securities laws, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and on SEDAR under applicable securities law, (iv) 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 or under appliable Canadian securities laws as may be required in connection with this Agreement and the transactions contemplated herebyhereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities lawslaws and the laws of any foreign country, (vi) the filing of an initial listing application for the Public Company Common Shares on Nasdaq with respect to the Public Company Common Shares to be issued pursuant to this Agreement (the "Nasdaq Listing Application") and (vii) such other consents, licenses, permitsauthorizations, orders, authorizations, filings, approvals and registrations whichthat, individually or in the aggregate, if not obtained or made, would not be reasonably likely, individually or result in the aggregate, to have a Parent Material Adverse Effect and (viii) the filing with The Nasdaq Stock Market loss of a Notification Form for Listing material benefit to, or the creation of Additional Shares with respect to the shares any material liability for, Public Company or Merger Partner as a result of Parent Common Stock issuable in connection with the Merger. (d) The affirmative vote in favor of Public Company Voting Proposals by the holders of a majority of the shares of Parent Public Company Common Stock Shares present or represented by proxy and voting at the Parent Stockholders Public Company Meeting is the only vote of the holders of any class or series of the Parent’s Public Company's capital stock or other securities of Public Company necessary for approval of to approve the Parent Public Company Voting Proposal and for the consummation by the Parent of the other transactions contemplated by this AgreementProposals. There are no bonds, debentures, notes or other indebtedness of the Parent Public 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 the Parent Public Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent The Company and the Transitory Subsidiary has applicable Company Subsidiaries have all requisite corporate (or analogous entity) power and authority to enter into this Agreement, the Purchase Agreement and, subject only to the approval of the Parent Voting Proposal by the Parent’s stockholders under the rules of The Nasdaq Stock Market (the “Parent Stockholder Approval”) and the vote of the Parentother agreements contemplated hereby and thereby, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to perform their obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called hereby and held (i) determined that the Merger is fair and in the best interests of the Parent and its stockholders, (ii) directed that the Parent Voting Proposal be submitted to the stockholders of the Parent for their approval and resolved to recommend that the stockholders of the Parent vote in favor of the Parent Voting Proposal and (iii) to 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 any other transactions contemplated by this Agreementthereby. The execution and delivery by the Company and the applicable Company Subsidiaries of this Agreement, the Purchase Agreement and the other agreements contemplated hereby and thereby, the performance by the Company and the applicable Company Subsidiaries of their obligations hereunder and thereunder and the consummation by the Company and the applicable Company Subsidiaries of the transactions contemplated by this Agreement by the Parent hereby and the Transitory Subsidiary thereby have been duly authorized by all necessary corporate (or analogous entity) action on the part of each of the Parent Company and the Transitory Subsidiary applicable Company Subsidiaries, subject, in the case of such consummation, only to the Shareholder Approval Actions (other than the adoption as defined herein). Each of this Agreement by and 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 Parent Stockholder Approval. This Purchase Agreement has been duly executed and delivered by each the Company and the applicable Company Subsidiaries and, assuming the due authorization, execution and delivery of this Agreement by the Buyer and Sub and the due authorization, execution and delivery of the Parent Purchase Agreement by MusicCo and the Transitory Subsidiary and applicable MusicCo Subsidiaries, constitutes the a valid and binding obligation of each of the Parent Company and the Transitory Subsidiaryapplicable Company Subsidiaries, enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity. (bi) The affirmative vote or action by written consent of the holders of a majority of the outstanding shares of Class A Common, voting or consenting as a single class, (ii) the affirmative vote or action by written consent of the holders of a majority of the outstanding shares of Class B Common, voting or consenting as a single class, and (iii) solely to approve the Subsidiary Merger, the affirmative vote or action by written consent of the holders of a majority of ERI Stock and the affirmative vote or action by written consent of the holders of greater than 50% of the membership interests of Diversified LLC, are the only actions by the holders of any class or series of Company Stock or holders of any equity interest in the Company Subsidiaries necessary to approve and adopt this Agreement, the Purchase Agreement, the Merger, the Contribution, the Purchase, and the other transactions contemplated hereby and thereby (such votes, actions and requests, the "Shareholder Approval Actions"). (c) The Company Board, by the unanimous vote of those members present at the meeting of the Company Board on July 31, 2006, has (i) approved this Agreement, the Merger, the Purchase Agreement, the Contribution, the LandCo Dividend, the Purchase and the other transactions contemplated hereby and thereby, (ii) determined that this Agreement, the Merger, the Purchase Agreement, the Contribution, the LandCo Dividend, the Purchase, and the other transactions contemplated hereby and thereby are fair to and in the best interests of the holders of Company Stock and declared the advisability of this Agreement and the Purchase Agreement, and (iii) determined to recommend that the Company Shareholders vote in favor of approval and adoption of this Agreement, the Merger, the Purchase Agreement, the Contribution, the LandCo Dividend, the Purchase and the other transactions contemplated hereby and thereby. The shares of Company Stock held by the Company Shareholders listed on the signature pages of the Voting Agreement represent (i) at least 98.33% of the shares of Class A Common outstanding as of the date of the Original Merger Agreement and (ii) at least 27.45% of the shares of Class B Common outstanding as of the date of the Original Merger Agreement. The analogous governing bodies of the Company Subsidiaries, to the extent required, have each unanimously (x) approved this Agreement, the Merger, the Purchase Agreement, the Contribution, the LandCo Dividend, the Purchase and the other transactions contemplated hereby and thereby, as applicable, (y) determined that this Agreement, the Merger, the Purchase Agreement, the Contribution, the LandCo Dividend, the Purchase and the other transactions contemplated hereby and thereby, as applicable, are fair to and in the best interests of their respective equity holders and declared the advisability of this Agreement and the Purchase Agreement, as applicable, and (iii) determined to recommend that their respective equity holders vote in favor of approval and adoption of this Agreement, the Merger, the Purchase Agreement, the Contribution, the LandCo Dividend, the Purchase and the other transactions contemplated hereby and thereby, to the extent any such vote is required. (d) Subject to obtaining the approval and adoption by the Company Shareholders of the Shareholder Approval Actions and compliance with the requirements set forth in Section 4.4(e), neither the execution and delivery by the Company or the applicable Company Subsidiaries of this Agreement or the Purchase Agreement, nor the performance by each the Company or the applicable Company Subsidiaries of their obligations hereunder and under the Parent and the Transitory Subsidiary do notPurchase Agreement, and the nor consummation by the Parent and Company or the Transitory Subsidiary applicable Company Subsidiaries of the transactions contemplated by this Agreement shall not, hereby or thereby will (i) conflict with, or result in any violation or breach of, of any provision of the Certificate Company Charter Documents or the Certificates of Incorporation or By-laws Laws (or equivalent organizational documents) of the Parent or the Transitory SubsidiaryCompany Subsidiaries, (ii) except as set forth on Section 4.4(d)(ii) of the Disclosure Schedule, conflict with, or 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 payment obligation, termination or right of termination, cancellation or right of cancellation, acceleration or right of acceleration, of any right or obligation or loss of any material benefit) under, 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 Lien on the Parent’s or the Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation Contract (as defined herein) to which the Parent Company or the Transitory Subsidiary applicable Company Subsidiaries is a party or by which any of them they or any of their properties or assets may be bound, including in order (A) for the Company to continue to enjoy, except as contemplated by the Purchase Agreement, the benefits of or exercise any right or (B) to assign to MusicCo or the applicable MusicCo Subsidiaries all of the MusicCo Assets or for MusicCo or the applicable MusicCo Subsidiaries to assume all of the MusicCo Liabilities, or (c) to assign to LandCo all of the LandCo Assets or for LandCo to assume all of the LandCo Liabilities, or (iii) subject to obtaining the Parent Stockholder Approval and compliance with the requirements specified in clauses (i) through (viii) of Section 4.3(c), conflict with or violate any permitPermit (as defined herein), concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule Order (as defined herein) or regulation Law applicable to the Parent Company or the Transitory any Company Subsidiary or any of its or their respective properties or assets, except except, in the case of clauses (ii) and (iii) of this Section 4.3(b) ), for any such conflicts, violations, breaches, defaults, terminations, cancellationscancellations or accelerations which would not, accelerations or losses that, either individually or in the aggregate, are not have or be reasonably likely to have a Parent Material Adverse Effect. (ce) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, Consent (as defined herein) of any Governmental Entity (as defined herein) or any third party, including any party to any Contract with the Company or any Company Subsidiaries, is required by or with respect to the Parent Company or the Transitory Subsidiary any Company Subsidiaries in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary Purchase Agreement, the performance of the Parties' obligations hereunder and thereunder or the consummation by the Parent or the Transitory Subsidiary of the transactions contemplated by this Agreementhereby or thereby, 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 the Company is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) 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, ordersOrders, authorizations, registrations, declarations and filings as may be required under applicable federal or state securities lawsLaws, (viiii) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely, individually or in any Consents set forth on Section 4.4(e) of the aggregate, to have a Parent Material Adverse Effect and Disclosure Schedule; (viiiiii) 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 of the holders Articles of a majority Merger and Certificate of Merger, and (iv) the filing of the shares of Parent Common Stock present or represented by proxy and voting at the Parent Stockholders Meeting is the only vote of the holders of any class or series of the Parent’s capital stock or other securities necessary for approval of the Parent Voting Proposal and for the consummation by the Parent of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of 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 the Parent may voteERI Merger Certificate.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent and the Transitory Subsidiary The Company has all requisite corporate or other power and authority to enter into this Agreement and each of the Ancillary Agreements to which the Company will be a party and, subject only to the approval entry of the Parent Voting Proposal by Confirmation Order and the Parent’s stockholders occurrence of the effective date under the rules of The Nasdaq Stock Market (the “Parent Stockholder Approval”) and the vote of the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement)Plan, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called hereby and held (i) determined that the Merger is fair and in the best interests of the Parent and its stockholders, (ii) directed that the Parent Voting Proposal be submitted thereby pursuant to the stockholders of the Parent for their approval terms hereof and resolved to recommend that the stockholders of the Parent vote in favor of the Parent Voting Proposal and (iii) thereof, respectively. The Company’s Subsidiaries will have, prior to 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 any other transactions contemplated by this Agreement. The execution and delivery of the Ancillary Agreements to which they are a party, all requisite corporate or other power and authority to enter into each of the Ancillary Agreements to which such Subsidiaries will be a party and, subject to the entry of the Confirmation Order and the occurrence of the effective date under the Plan, to consummate the transactions contemplated hereby and thereby pursuant to the terms hereof and thereof, respectively. The execution, delivery and performance by the Company of this Agreement each of the Ancillary Agreements to which the Company entity will be a party and the consummation of the transactions contemplated by this Agreement hereby and thereby by the Parent and the Transitory Subsidiary have Company has been duly authorized by all necessary corporate action on the part of the Company. The execution, delivery and performance by each of the Parent Company’s Subsidiaries of the Ancillary Agreements to which such Subsidiary will be a party and the Transitory Subsidiary (other than the adoption of this Agreement by the Parent in its capacity as the sole stockholder consummation of the Transitory Subsidiary, which shall occur immediately after transactions contemplated thereby will be prior to the execution and delivery of this Agreement), subject only to such Ancillary Agreements duly authorized by all necessary corporate action on the required receipt part of the Parent Stockholder Approvalsuch Subsidiary. This Agreement has been duly executed and delivered by the Company. The Ancillary Agreements to which the Company is a party will be duly executed and delivered by the Company. The Ancillary Agreements to which the Company’s Subsidiaries are a party will be duly executed and delivered by such Subsidiaries. This Agreement is, and each such Ancillary Agreement when so duly executed and delivered by the Company, its Subsidiaries and, if applicable, the Buyer, will be, subject to entry of the Parent Confirmation Order and the Transitory Subsidiary and constitutes occurrence of the effective date under the Plan, a valid and binding obligation of each of the Parent and the Transitory Company and/or such Subsidiary, enforceable against the Company and/or such Subsidiary in accordance with its their respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses (the “Bankruptcy Exceptions”). (b) The execution Except as set forth on Schedule 2.2(b) of the Company Disclosure Letter, the execution, delivery and delivery performance by the Company and its Subsidiaries of this Agreement by and each of the Parent and the Transitory Subsidiary do notAncillary Agreements to which it will be a party, and the consummation by the Parent Company and the Transitory Subsidiary its Subsidiaries of the transactions contemplated by this Agreement shall hereby and thereby, do not and will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or By-laws governing documents of the Parent Company or the Transitory Subsidiaryany of its Subsidiaries, (ii) conflict with, or 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 termination, cancellation or acceleration of any obligation or loss of any material benefit) under, 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 Lien Liens (other than Permitted Liens) on the Parent’s or the Transitory Subsidiary’s assets under, with respect to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Parent Transferred Assets or the Transitory Subsidiary is a party or by which any of them or any of their properties or assets may be boundAssumed Contracts, or (iii) subject to obtaining the Parent Stockholder Approval and compliance with the requirements specified in clauses (i) through (viii) of Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule license or regulation Law applicable to the Parent or the Transitory Subsidiary Company, its Subsidiaries or any of its or their respective properties or assets, except in with respect to the case of foregoing clauses (ii) and (iii) of this Section 4.3(b) for any such conflicts), violations, breaches, defaults, terminations, cancellations, accelerations or losses thatthat would, individually or in the aggregate, are not reasonably likely be expected to have be material to the Company and its Subsidiaries, taken as a Parent Material Adverse Effectwhole, the Business or the Transferred Assets, taken as a whole, or materially impair the ability of the Company to perform its obligations under, and consummate the transactions contemplated by, this Agreement. (c) No Except as set forth on Schedule 2.2(c) of the Company Disclosure Letter, no consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to the Parent Company or the Transitory Subsidiary its Subsidiaries in connection with the execution execution, delivery and delivery performance by the Company and its Subsidiaries of this Agreement by and each of the Parent or the Transitory Subsidiary Ancillary Agreement to which it will be a party or the consummation by the Parent or the Transitory Subsidiary Company and its Subsidiaries of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State hereby and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) 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, (vii) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likelythereby that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and (viii) the filing with The Nasdaq Stock Market of a Notification Form for Listing of Additional Shares with respect be material to the shares of Parent Common Stock issuable in connection with Company and its Subsidiaries, taken as a whole, the Merger. (d) The affirmative vote Business or the Transferred Assets, taken as a whole, or materially impair the ability of the holders of a majority of Company to perform its obligations under, and consummate the shares of Parent Common Stock present or represented by proxy and voting at the Parent Stockholders Meeting is the only vote of the holders of any class or series of the Parent’s capital stock or other securities necessary for approval of the Parent Voting Proposal and for the consummation by the Parent of the other transactions contemplated by by, this Agreement. There are no bonds, debentures, notes or other indebtedness of 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 the Parent may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent and the Transitory Subsidiary Earlychildhood has all requisite corporate power and authority to enter into this Agreement and, subject only to the approval and each of the Parent Voting Proposal by the Parent’s stockholders under the rules of The Nasdaq Stock Market Transaction Documents (the “Parent Stockholder Approval”as defined below) to which it is a party and the vote of the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the transactions Transactions contemplated by this Agreement. Without limiting the generality Agreement and each of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at Transaction Documents to which it is a meeting duly called and held (i) determined that the Merger is fair and in the best interests of the Parent and its stockholders, (ii) directed that the Parent Voting Proposal be submitted to the stockholders of the Parent for their approval and resolved to recommend that the stockholders of the Parent vote in favor of the Parent Voting Proposal and (iii) to 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 any other transactions contemplated by this Agreementparty. 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 the Parent and the Transitory Subsidiary Earlychildhood have been duly authorized by all necessary corporate action on the part of Earlychildhood, its Management Committee and its Members. Each holder of an LLC Interest outstanding on the date hereof has executed and delivered a Consent Agreement in the form of Exhibit B attached hereto and, assuming the due authorization and execution of the Consent Agreement by each such Member, the Consent Agreements constitute the valid and binding obligations of such Members, enforceable in accordance with their terms, subject to the Bankruptcy and Equity Exception (as hereafter defined). This Agreement and each 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, Transaction Documents to which shall occur immediately after the execution and delivery of this Agreement), subject only to the required receipt of the Parent Stockholder Approval. This Agreement has it is a party have been duly executed and delivered by each of the Parent Earlychildhood and the Transitory Subsidiary and constitutes constitute the valid and binding obligation obligations of each of the Parent and the Transitory SubsidiaryEarlychildhood, enforceable in accordance with its their terms. (b) The execution , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and delivery of this Agreement by each of the Parent and the Transitory Subsidiary do not, and the consummation by 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 of Incorporation or By-similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (the Parent or "Bankruptcy and Equity Exception"). "Transaction Documents" means the Transitory Subsidiary, (ii) conflict with, or 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 termination, cancellation or acceleration of any obligation or loss of any material benefit) under, 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 Lien on the Parent’s or the Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any 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 bound, or (iii) subject to obtaining the Parent Stockholder Approval and compliance with the requirements specified in clauses (i) through (viii) of Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to 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 4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to the Parent or the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by the Parent or the Transitory Subsidiary of the transactions contemplated by this Support 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 the Company is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement with Rights Agreement, the SEC in accordance with Consent Agreement, the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) 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 Affiliate 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, (vii) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely, individually or in the aggregate, to have a Parent Material Adverse Effect 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 MergerLockup Agreement. (d) The affirmative vote of the holders of a majority of the shares of Parent Common Stock present or represented by proxy and voting at the Parent Stockholders Meeting is the only vote of the holders of any class or series of the Parent’s capital stock or other securities necessary for approval of the Parent Voting Proposal and for the consummation by the Parent of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of 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 the Parent may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent Public Company and the Transitory Subsidiary Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject only to the approval receipt of the Parent approval by the Public Company Stockholders of the Required Public Company Voting Proposal by the Parent’s stockholders under the rules of The Nasdaq Stock Market (the “Parent Required Public Company Stockholder Approval”) and the vote Other Public Company Voting Proposals (collectively, with the Required Public Company Stockholder Approval, the “Public Company Stockholder Approval”) and the adoption of this Agreement by Public Company in its capacity as the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement)Merger Sub, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Public Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors present and voting, (i) determined that the Merger is fair to, and in the best interests of the Parent Public Company and its stockholders, stockholders and (ii) directed that the Parent Required Public Company Voting Proposal and, as applicable, the Other Public Company Voting Proposals be submitted to the stockholders of the Parent Public Company for their approval and resolved to recommend that the stockholders of the Parent Public Company vote in favor of the Parent approval of Required Public Company Voting Proposal and (iii) to and, as applicable, 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 any other transactions contemplated by this AgreementOther Public Company Voting Proposals. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent Public Company and the Transitory Subsidiary Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Parent Public Company 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)Merger Sub, subject only to the required receipt of the Parent Public Company Stockholder ApprovalApproval and the adoption of this Agreement by Public Company in its capacity as the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by each of Public Company and Merger Sub and, assuming the Parent due execution and the Transitory Subsidiary and delivery of this Agreement by Xxxxxx Partner, constitutes the valid and binding obligation of each of the Parent Public Company and the Transitory SubsidiaryMerger Sub, enforceable against Public Company and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by each of the Parent Public Company and the Transitory Subsidiary Merger Sub do not, and the consummation by the Parent Public Company and the Transitory Subsidiary Merger 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 certificate of Incorporation incorporation or By-laws bylaws of Public Company or Merger Sub or of the Parent charter, bylaws or the Transitory Subsidiaryother organizational document of any other subsidiary of Public Company, (ii) conflict with, or 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 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 Lien on the ParentPublic Company’s or the Transitory Subsidiary’s any of its subsidiaries’ assets under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation Contract required to which be disclosed in Section 4.11(c) of the Parent or the Transitory Subsidiary is a party or by which any of them or any of their properties or assets may be boundPublic Company Disclosure Schedule, or (iii) subject to obtaining the Parent Public Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (viiivii) of Section 4.3(c4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Parent Public Company or the Transitory Subsidiary 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 4.3(b) for any such conflicts4.4(b), violations, breaches, defaults, terminations, cancellations, accelerations or losses thatas would not, individually or in the aggregate, are not reasonably likely be expected to have result in a Parent Public Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Public Company Common Stock are listed for trading is required by or with respect to the Parent Public Company or the Transitory Subsidiary any of its subsidiaries in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by the Parent Public Company or the Transitory Subsidiary Merger Sub 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 the Company is qualified as a foreign corporation to transact businessState, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) 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 herebyhereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities lawslaws and the laws of any foreign country, (vi) the filing of an initial listing application for the Public Company Common Stock on Nasdaq with respect to the shares of Public Company Common Stock to be issued pursuant to this Agreement (the “Nasdaq Listing Application”), (vii) the pre-merger notification requirements under the HSR Act, and (viii) such other consents, licenses, permitsauthorizations, orders, authorizations, filings, approvals and registrations whichthat, individually or in the aggregate, if not obtained or made, would not be reasonably likely, individually or expected to result in the aggregate, to have a Parent Public Company Material Adverse Effect 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 MergerEffect. (d) The affirmative vote in favor of the Required Public Company Voting Proposal by the holders of a majority of the shares of Parent Public Company Common Stock present or represented by proxy and voting at the Parent Stockholders Public Company Meeting is the only vote of the holders of any class or series of the ParentPublic Company’s capital stock or other securities of Public Company necessary for approval of to approve the Parent Required Public Company Voting Proposal and for the consummation by the Parent of the other transactions contemplated by this AgreementProposal. There are no bonds, debentures, notes or other indebtedness of the Parent Public 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 the Parent Public Company may vote.