Common use of Authority; No Conflicts Clause in Contracts

Authority; No Conflicts. (i) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Option Agreement and, subject, in the case of the consummation of the Merger only, to the adoption of this Agreement by the Required Company Vote, to consummate the transactions contemplated hereby and thereby (which shall include, for all purposes hereunder, without limitation, the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein)). The execution, delivery and performance of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of the Company, subject, in the case of the consummation of the Merger only, to the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Company.

Authority; No Conflicts. (i) The Company GBC has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the Option Agreement andtransactions contemplated hereby, subject, in the case of the consummation of the Merger onlyMerger, to the approval and adoption of this Agreement by the Required Company Vote, to consummate the transactions contemplated hereby and thereby (which shall include, for all purposes hereunder, without limitation, the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein)). The execution, delivery and performance of this Agreement and the Option Merger by the Required GBC Vote (as defined in Section 5.1(g)). The execution and delivery of this Agreement, the Employee Matters Agreement and the Lane/GBC Tax Allocation Agreement by GBC and the consummation by GBC of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of the CompanyGBC, subject, subject in the case of the consummation of the Merger onlyMerger, to the approval and adoption of this Agreement and the Merger by the Required Company GBC Vote. This Agreement has been and the Employee Matters Agreement have been, and the Lane/GBC Tax Allocation Agreement will be, duly executed and delivered by GBC and, assuming the Company due authorization and constitutes valid execution and delivery of this Agreement by each of Fortune, ACCO and Acquisition Sub, the legaldue authorization and valid execution and delivery by Fortune and ACCO of the Employee Matters Agreement and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicable, constitute or will constitute valid and binding obligation agreements of the CompanyGBC, enforceable against it GBC in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Company).

Authority; No Conflicts. (i) The Company has all requisite corporate power and corporate authority to execute and deliver enter into this Agreement and the Option Agreement and, subjectif required, in the case of the consummation of the Merger only, subject to the adoption of this Agreement by the Required requisite vote of the holders of Company VoteCommon Stock, to consummate the transactions contemplated hereby and thereby (which shall include, for all purposes hereunder, without limitation, the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein))hereby. The execution, execution and delivery and performance of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of the Company, subjectif required, subject in the case of the consummation of the Merger only, to the Required adoption of this Agreement by the requisite vote of the holders of Company VoteCommon Stock, and no other corporate proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery by Parent and the Purchaser, constitutes the legal, a valid and binding obligation agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing). The Board of Directors of the Company has has, at a meeting duly called and held, (iA) unanimously approved and adopted this Agreement, the Option Agreement Offer and the Merger and the transactions contemplated hereby and thereby and has hereby, (B) declared that the Merger and Offer, this Agreement and the other transactions contemplated hereby Merger are advisable advisable, fair to and in the best interests of the Company and its shareholders stockholders, and (iiC) unanimously taken all action necessary made the Company Tender Recommendation. Such actions are sufficient to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement Offer and by the Voting Merger and the other transactions contemplated hereby the restrictions on business combinations set forth in Section 203 of the DGCL. No other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the provisions of Article VII of Offer, the Company's Articles of Incorporation and Merger or any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions other transaction contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Company.

Authority; No Conflicts. (i1) The Company has WAXS and Merger Sub have all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the Option Agreement andMerger and the other transactions contemplated hereby, subject, in the case of the consummation of the Merger onlyWAXS, to the adoption approval by the stockholders of this Agreement WAXS by the Required Company VoteWAXS Vote (as defined in Section 3.1(g)) of this Agreement, to consummate the Merger and the other transactions contemplated hereby and thereby (which shall includeand, for all purposes hereunder, without limitationin the case of Merger Sub, the making affirmative vote of WAXS, as sole stockholder thereof, of this Agreement, the Merger and consummation of the Tender Offer (as defined herein) and all other transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein))hereby. The execution, execution and delivery and performance of this Agreement and the Option Agreement and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of the CompanyWAXS and Merger Sub, subject, in the case of the consummation of the Merger onlyWAXS, to the approval by the stockholders of WAXS of this Agreement, the Merger and the transactions contemplated hereby by the Required Company VoteWAXS Vote and subject, in the case of Merger Sub, to the affirmative vote of WAXS, as sole stockholder thereof, of this Agreement, the Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company WAXS and Merger Sub and constitutes the legal, a valid and binding obligation agreement of the Companyeach of WAXS and Merger Sub, enforceable against it in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar or other laws relating to affecting the enforcement of creditors' rights generally or affecting creditors generally, by general equity equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Company).

Authority; No Conflicts. (i) The Company Regis has all requisite corporate power and authority to execute and deliver enter into this Agreement and the Option Agreement and, subject, in the case of the consummation of the Merger only, Transaction Agreements with respect to the adoption of this Agreement by the Required Company Vote, which Regis is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby (which shall includethereby, for all purposes hereunder, without limitation, subject to the making and consummation approval by the holders of Regis Common Stock of the Tender Offer issuance of additional shares of Regis Common Stock in connection with the Merger (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein“Regis Share Issuance”) and the execution, delivery and performance amendment of the Supplemental Indenture Articles of Incorporation of Regis as set forth in Exhibit E (as defined herein))the “Regis Charter Amendment”) by the Required Regis Share Issuance Vote and the Required Regis Charter Vote, respectively. The execution, execution and delivery and performance of this Agreement and the Option Agreement Transaction Agreements with respect to which Regis is contemplated thereby to be a party by Regis and the consummation by Regis of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of Regis, subject to the Company, subject, in the case approval of the consummation of Regis Share Issuance and the Merger only, to Regis Charter Amendment by the Required Company Regis Share Issuance Vote and the Required Regis Charter Vote, respectively. This Agreement has been been, and the Transaction Agreements with respect to which Regis is contemplated thereby to be a party will be, duly executed and delivered by Regis and, assuming the Company due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreement with respect to which Regis is contemplated thereby to be a party by the other parties hereto and thereto, as applicable, constitutes the legal, or will constitute a valid and binding obligation agreement of the CompanyRegis, enforceable against it Regis in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Company).

Authority; No Conflicts. (ia) The Company has all requisite corporate power and authority to (i) own, lease, license and use its properties and assets and carry on its business as now being conducted and as currently proposed to be conducted; (ii) execute and deliver this Agreement and the Option Agreement and, subject, other agreements set forth in the case of exhibits hereto (collectively, the consummation of the Merger only, “Ancillary Agreements”) to the adoption of this Agreement be executed and delivered by the Required Company Vote, to as contemplated hereby; and (iii) consummate and perform the transactions contemplated hereby and thereby (which shall include, for all purposes hereunder, without limitation, the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein)). The execution, delivery and performance of this Agreement Agreement, and the Option Agreement Ancillary Agreements executed and delivered by the Company as contemplated hereby, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly authorized by the unanimous vote of the Company’s Board of Directors (the “Company Board”) and (upon the receipt of the Required Votes), the Company Stockholders, and no other corporate (at a meeting duly called and a quorum being presentincluding stockholder) and all necessary corporate action on the part of the Company, subject, in Company or its stockholders is necessary to authorize the case performance of this Agreement and the Ancillary Agreements by the Company and the consummation of the Merger only, to the Required Company Votetransactions contemplated hereby and thereby. This Agreement has and the Ancillary Agreements to be executed and delivered by the Company as contemplated hereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of this Agreement and each other Ancillary Agreements by the other parties hereto and thereto, shall have been duly executed and delivered by the Company and constitutes the legal, shall be valid and binding obligation obligations of the Company, enforceable against it the Company in accordance with its their terms, except as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating affecting the enforcement of creditors’ rights generally and to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Companyequitable principles.

Authority; No Conflicts. (id) The Company Each of Parent, Buyer and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Option Agreement and, subject, in the case of the consummation of the Merger only, Ancillary Agreements to the adoption of this Agreement be executed and delivered by the Required Company Vote, them as contemplated hereby and to consummate the transactions contemplated hereby and thereby (which shall include, for all purposes hereunder, without limitation, the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the . The execution, delivery and performance of this Agreement, and the Supplemental Indenture Ancillary Agreements executed and delivered by Parent, Buyer and Merger Sub as contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by (1) the Board of Directors of each of Parent, Buyer and Merger Sub and (2) Buyer, in its capacity as defined herein)). The the sole stockholder of Merger Sub, and no other corporate or stockholder action on the part of Parent, Buyer or Merger Sub or their respective stockholders is necessary to authorize the execution, delivery and performance of this Agreement and the Option Agreement Ancillary Agreements by either Parent, Buyer or Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of the Company, subject, in the case of the consummation of the Merger only, to the Required Company Votethereby. This Agreement has and the Ancillary Agreements to be executed and delivered by Parent, Buyer and Merger Sub as contemplated hereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of this Agreement and each other Ancillary Agreements by the other parties hereto and thereto, shall have been duly executed and delivered by the Company each of Parent, Buyer and constitutes the legal, Merger Sub and shall be valid and binding obligation obligations of the CompanyParent, Buyer and Merger Sub, enforceable against it each of them in accordance with its their terms, except as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating affecting the enforcement of creditors’ rights generally and to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Companyequitable principles.

Authority; No Conflicts. (ib) The Each of the Company and its Subsidiaries has all requisite corporate power and authority to (i) own, lease, license and use its properties and assets and carry on its business as now being conducted and as currently proposed to be conducted; (ii) execute and deliver this Agreement and the Option Agreement and, subject, other agreements set forth in the case of exhibits hereto (collectively, the consummation of the Merger only, “Ancillary Agreements”) to the adoption of this Agreement be executed and delivered by the Required Company Vote, to as contemplated hereby; and (iii) consummate the transactions contemplated hereby and thereby (which shall include, for all purposes hereunder, without limitation, the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein)). The execution, delivery and performance of this Agreement Agreement, and the Option Agreement Ancillary Agreements executed and delivered by the Company as contemplated hereby, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly authorized by the unanimous vote Company’s Board of Directors, and upon the receipt of the Board of Directors Required Votes of the Company (at a meeting duly called and a quorum being present) and all necessary Stockholders, no other corporate or stockholder action on the part of the Company, subject, in Company or its stockholders is necessary to authorize the case performance of this Agreement and the Ancillary Agreements by the Company and the consummation of the Merger only, to the Required Company Votetransactions contemplated hereby and thereby. This Agreement has and the Ancillary Agreements to be executed and delivered by the Company as contemplated hereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of this Agreement and each other Ancillary Agreements by the other parties hereto and thereto, shall have been duly executed and delivered by the Company and constitutes the legal, shall be valid and binding obligation obligations of the Company, enforceable against it the Company in accordance with its their terms, except as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating affecting the enforcement of creditors’ rights generally and to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Companyequitable principles.

Authority; No Conflicts. (i) The Company MVT Holding has all requisite corporate power and authority to execute and deliver enter into this Agreement and the Option Agreement and, subject, in the case of the consummation of the Merger only, Transaction Agreements with respect to the adoption of this Agreement by the Required Company Vote, which MVT Holding 39 is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby (which shall includeTransactions, for all purposes hereunder, without limitation, subject to the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein))Additional Required Approvals. The execution, execution and delivery and performance of this Agreement and the Option Agreement Transaction Agreements with respect to which MVT Holding is contemplated thereby to be a party by MVT Holding and the consummation by MVT Holding of the transactions contemplated hereby and thereby Transactions have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of the CompanyMVT Holding, subject, in the case of the consummation of the Merger only, subject to the Additional Required Company VoteApprovals. This Agreement has been been, and the Transaction Agreements with respect to which MVT Holding is contemplated thereby to be a party will be, duly executed and delivered by MVT Holding and, assuming the Company due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreement with respect to which MVT Holding is contemplated thereby to be a party by the other parties hereto and thereto (other than MI Corp., Merger Sub and MVT Corp.), as applicable, constitutes the legal, or will constitute a valid and binding obligation agreement of the CompanyMVT Holding, enforceable against it MVT Holding in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant ). After the MI Effective Time, no approval of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of MVT Holding capital stock will be required to effect the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the CompanyTransactions.

Authority; No Conflicts. (ib) The Company has all requisite corporate power and authority to (i) execute and deliver this Agreement and the Option Agreement and, subject, other agreements set forth in the case of exhibits hereto (collectively, the consummation of the Merger only, “Ancillary Agreements”) to the adoption of this Agreement be executed and delivered by the Required Company Vote, to as contemplated hereby; and (ii) consummate and perform the transactions contemplated hereby and thereby (which shall include, for all purposes hereunder, without limitation, the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein)). The execution, delivery and performance of this Agreement Agreement, and the Option Agreement Ancillary Agreements executed and delivered by the Company as contemplated hereby, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly authorized by the unanimous vote of the Company’s Board of Directors of (the "Company (at a meeting duly called and a quorum being presentBoard") and all necessary shareholders, and no other corporate action on the part of the Company, subject, in Company or its shareholders is necessary to authorize the case performance of this Agreement and the Ancillary Agreements by the Company and the consummation of the Merger only, to the Required Company Votetransactions contemplated hereby and thereby. This Agreement has and the Ancillary Agreements to be executed and delivered by the Company as contemplated hereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of this Agreement and each other Ancillary Agreements by the other parties hereto and thereto, shall have been duly executed and delivered by the Company and constitutes the legal, shall be valid and binding obligation obligations of the Company, enforceable against it the Company in accordance with its their terms, except as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating affecting the enforcement of creditors’ rights generally and to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Companyequitable principles.

Authority; No Conflicts. (i) The Company Pfizer has all requisite corporate power and authority to execute and deliver enter into this Agreement and the Option Agreement and, subject, in the case of the consummation of the Merger only, to the adoption of this Agreement by the Required Company Vote, to consummate the transactions contemplated hereby and thereby (which shall includehereby, for all purposes hereunder, without limitation, subject to obtaining the making and consummation requisite stockholder approval of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making issuance of the Deposit shares of Pfizer Common Stock to be issued in the Merger (as defined hereinthe "Share Issuance") and the executionBoard Amendment (collectively, delivery and performance of the Supplemental Indenture (as defined herein)"Pfizer Stockholder Approval"). The execution, execution and delivery and performance of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of Pfizer, subject to obtaining the Company, subject, in the case of the consummation of the Merger only, to the Required Company VotePfizer Stockholder Approval. This Agreement has been duly executed and delivered by the Company Pfizer and constitutes the legal, a valid and binding obligation agreement of the CompanyPfizer, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by Pfizer does not or will not, as the case may be, and the consummation by an implied covenant of good faith and fair dealing. The Board of Directors Pfizer of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or bylaws of Pfizer or any material Subsidiary of Pfizer, or (B) except as, in the best interests of aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.11(g)) on Pfizer, subject to obtaining or making the Company consents, approvals, orders, authorizations, registrations, declarations and its shareholders and filings referred to in paragraph (iiiii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreementbelow, by the Option Agreement and by the Voting Agreementany loan or credit agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover note, mortgage, bond, indenture, lease, benefit plan or similar other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, including ordinance, rule or regulation applicable to Pfizer or any such law relating Subsidiary of Pfizer or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity"), is required by or with respect to Pfizer or any Subsidiary of Pfizer in connection with the voting execution and delivery of shares this Agreement by Pfizer or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement Merger and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the other transactions contemplated hereby. Neither Article 9 nor Article 9A , except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Chapter 55 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the General Statutes Certificate of North Carolina apply Merger, (F) rules and regulations of the NYSE, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failures of which to make or obtain, in the Companyaggregate, would not reasonably be expected to have a Material Adverse Effect on Pfizer. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents." (d)

Authority; No Conflicts. (i) The Company MVT Holding has all requisite corporate power and authority to execute and deliver enter into this Agreement and the Option Agreement and, subject, in the case of the consummation of the Merger only, Transaction Agreements with respect to the adoption of this Agreement by the Required Company Vote, which MVT Holding is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby (which shall includeTransactions, for all purposes hereunder, without limitation, subject to the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein))Additional Required Approvals. The execution, execution and delivery and performance of this Agreement and the Option Agreement Transaction Agreements with respect to which MVT Holding is contemplated thereby to be a party by MVT Holding and the consummation by MVT Holding of the transactions contemplated hereby and thereby Transactions have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of the CompanyMVT Holding, subject, in the case of the consummation of the Merger only, subject to the Additional Required Company VoteApprovals. This Agreement has been been, and the Transaction Agreements with respect to which MVT Holding is contemplated thereby to be a party will be, duly executed and delivered by MVT Holding and, assuming the Company due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreement with respect to which MVT Holding is contemplated thereby to be a party by the other parties hereto and thereto (other than MI Corp., Merger Sub and MVT Corp.), as applicable, constitutes the legal, or will constitute a valid and binding obligation agreement of the CompanyMVT Holding, enforceable against it MVT Holding in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant ). After the MI Effective Time, no approval of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of MVT Holding capital stock will be required to effect the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the CompanyTransactions.

Authority; No Conflicts. (i) The Company Parent has all requisite corporate power and authority to execute and deliver enter into this Agreement and the Option Agreement andand to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Merger only, to the adoption of this Agreement and to obtaining the requisite shareholder approval (the "Parent Shareholder Approval") of an amendment to Parent's restated articles of incorporation to provide for the authorization of the Exchanged Preferred Shares to be issued solely in the Merger and of the issuance of the shares of Parent Common Stock and the Exchange Preferred Shares to be issued in the Merger (such amendment and issuance, collectively the "Share Issuance") by the Required Company Vote, to consummate the transactions contemplated hereby and thereby (which shall include, for all purposes hereunder, without limitation, the making and consummation of the Tender Offer Parent Vote (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined hereinin Section 3.1(g)). The execution, execution and delivery and performance of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of Parent, subject to obtaining the Company, subject, in Parent Shareholder Approval. Each of this Agreement and the case of the consummation of the Merger only, to the Required Company Vote. This Option Agreement has been duly executed and delivered by the Company Parent and constitutes the legal, a valid and binding obligation agreement of the CompanyParent, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Company).

Authority; No Conflicts. (i) The Company Adaptive has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the Option Agreement andtransactions contemplated hereby, subject, in the case of the consummation of the Merger onlyMerger, to the adoption Adaptive Stockholder Approval. The execution and delivery of this Agreement by the Required Company Vote, to consummate the transactions contemplated hereby and thereby (which shall include, for all purposes hereunder, without limitation, the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein)). The execution, delivery and performance of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of Adaptive and no other corporate proceedings on the Companypart of Adaptive are necessary to authorize the execution and delivery of the Agreement or to consummate the Merger and the other transactions contemplated hereby, subject, subject in the case of the consummation of the Merger onlyMerger, to the Required Company VoteAdaptive Stockholder Approval. This Agreement has been duly executed and delivered by the Company Adaptive and constitutes the legal, a valid and binding obligation agreement of Adaptive, enforceable against Adaptive in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Adaptive has all requisite corporate power and authority to enter into the Stock Option Agreements and to consummate the transactions contemplated thereby. The execution and delivery of the CompanyStock Option Agreements and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Adaptive and no other corporate proceedings on the part of Adaptive are necessary to authorize the execution and delivery of the Stock Option Agreements or to consummate the transactions contemplated thereby. The Stock Option Agreements have been duly executed and delivered by Adaptive and each constitutes a valid and binding agreement of Adaptive, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Company).