Common use of Authority; No Violations; Consents and Approvals Clause in Contracts

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Xxxxxx Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent Xxxxxx and Merger Sub and the consummation by Parent Xxxxxx and Merger Xxxxxx Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub (other than the approval and adoption of this Agreement by Parent as the sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and and, assuming the due and valid execution of this Agreement agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the TransactionsTransactions contemplated hereby, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, Common Stock and (ii) approved and declared advisable this Agreement and the TransactionsTransactions contemplated hereby, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote (A) determined that this Agreement and the TransactionsTransactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the TransactionsTransactions contemplated hereby, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only No vote of the holders of any class or series of Parent Capital Stock is necessary to approve the Parent Stock Issuance.

Authority; No Violations; Consents and Approvals. (a) Each of Parent Ohm, Merger Sub and Merger LLC Sub has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware, to perform its obligations hereunder. The execution and delivery of this Agreement by Parent Ohm, Merger Sub and Merger LLC Sub and the consummation by Parent Ohm, Merger Sub and Merger LLC Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent Ohm (subject to obtaining Parent Ohm Stockholder Approval) and ), Merger Sub (other than the adoption of this Agreement by Parent Ohm as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and LLC Sub and the filing of the Certificate Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by each of Parent Ohm and Merger Sub, and assuming the due and valid execution of this Agreement by the CompanyFirefly, constitutes a valid and binding obligation of each of Parent Ohm, Merger Sub and Merger LLC Sub enforceable against Parent Ohm, Merger Sub and Merger LLC Sub in accordance with its terms, subject, as to enforceability to Creditors’ Rights. The Parent Ohm Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Ohm Stock Issuance, and the Ohm Charter Amendment are fair to, and in the best interests of, Parent Ohm and the holders of Parent Ohm Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Ohm Stock Issuance, and the Ohm Charter Amendment, and (iii) resolved to recommend that the holders of Parent Ohm Common Stock approve (A) the Parent Ohm Stock Issuance (such recommendation described in clause (iiiiii)(A), the “Parent Ohm Board Recommendation”)) and (B) the Ohm Charter Amendment. The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the MergerMergers, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the MergerMergers. ParentOhm, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Ohm Stockholder Approval is the only vote of the holders of any class or series of Parent Ohm Capital Stock necessary to approve the Parent Ohm Stock Issuance.. Ohm, as the sole member of LLC Sub, approved and declared advisable this Agreement and the Transactions, including the LLC Sub Merger;

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Common Stock, (ii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote (A) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock Parent’s capital stock necessary to approve the Parent Stock Issuance.

Authority; No Violations; Consents and Approvals. (a) No vote of holders of capital stock of Parent is necessary to approve this Agreement or the Transactions. Each of Parent Parent, Merger Sub Inc. and Merger Sub LLC has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and the Merger Sub Subs and the consummation by Parent and the Merger Sub Subs of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) Parent, Merger Sub Inc. and Merger Sub (other than the LLC, subject to adoption of this Agreement by Parent as sole stockholder of Merger Sub), Sub Inc. and sole member of Merger Sub LLC (which shall occur immediately after the execution and delivery of this Agreement), and the filing of the Certificate of First Merger and Certificate of Second Merger with the Office of the Secretary of State of for the State of Delaware. This Agreement has been duly executed and delivered by each of Parent Parent, Merger Sub Inc. and Merger SubSub LLC, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent Parent, Merger Sub Inc. and Merger Sub LLC enforceable against Parent Parent, Merger Sub Inc. and Merger Sub LLC in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, Transactions are fair and reasonable to, and advisable and in the best interests of, Parent and the holders of Parent Capital Stock, Common Stock and (ii) approved the execution, delivery and declared advisable performance of this Agreement and the consummation of the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, Transactions are fair and reasonable to, and advisable and in the best interests of, Merger Sub Inc. and the sole stockholder of Merger Sub and Inc., (B) approved and declared advisable this Agreement and the Transactions, including consummation of the Merger. Transactions and (C) recommended this Agreement and the Transactions to Parent for approval and adoption thereby in its capacity as the sole stockholder of Merger Sub Inc. Parent, as the owner of all of the outstanding shares of capital stock of Merger SubSub Inc., will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is Sub Inc.. Parent, in its capacity as the only vote sole member of Merger Sub LLC, has (A) determined that this Agreement and the Transactions are fair and reasonable to, and advisable and in the best interests of, Merger Sub LLC and its sole member and (B) approved and declared advisable this Agreement and the consummation of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock IssuanceTransactions.

Authority; No Violations; Consents and Approvals. (a) Each of Parent Parent, BMS and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent Parent, BMS and Merger Sub and the consummation by Parent Parent, BMS and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) Parent, BMS and Merger Sub (other than the adoption of this Agreement by Parent as BMS, the sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware). This Agreement has been duly executed and delivered by each of Parent Parent, BMS and Merger Sub, and and, assuming the due and valid execution of this Agreement by constitutes the valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent Parent, BMS and Merger Sub enforceable against Parent Parent, BMS and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, board of directors of Merger Sub has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (Bii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger. ParentBMS, as the owner sole stockholder of all of the outstanding shares of capital stock of Merger Sub, will has executed and delivered a consent to adopt this Agreement, which consent shall become effective immediately after following the execution and delivery approval of this Agreement adopt by the board of directors of Merger Sub and the execution of this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote pursuant to Section 228(c) of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock IssuanceDGCL.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Xxxxxx Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent Xxxxxx and Merger Sub and the consummation by Parent Xxxxxx and Merger Xxxxxx Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub (other than the approval and adoption of this Agreement by Parent as the sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware). This Agreement has been duly executed and delivered by each of Parent and Merger Xxxxxx Sub, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, Common Stock and (ii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote (A) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only No vote of the holders of any class or series of Parent Capital Stock is necessary to approve the Parent Stock Issuance.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub Firefly has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware, to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub Firefly and the consummation by Parent and Merger Sub Firefly of the Transactions have been duly authorized by all necessary corporate action on the part of each Firefly, subject, only with respect to the consummation of Parent (subject the Mergers, to obtaining Parent Firefly Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, Approval and the filing of the Certificate Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by each of Parent and Merger SubFirefly, and assuming the due and valid execution of this Agreement by the CompanyOhm, Merger Sub and LLC Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub Firefly enforceable against Parent and Merger Sub Firefly in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability to is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Parent Firefly Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock IssuanceMergers, are fair to, and in the best interests of, Parent Firefly and the holders of Parent Capital the Firefly Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Mergers, (iii) directed that this Agreement be submitted to the holders of Firefly Common Stock Issuancefor its adoption, and (iiiiv) resolved to recommend that the holders of Parent Firefly Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that adopt this Agreement and the Transactions, including the MergerMergers (such recommendation described in clause (iv), are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger“Firefly Board Recommendation”). Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Firefly Stockholder Approval is the only vote of the holders of any class or series of Parent the Firefly Capital Stock necessary to approve and adopt this Agreement and the Parent Stock IssuanceMergers.

Authority; No Violations; Consents and Approvals. (a) Each of the Parent and Merger Sub Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any Parent Party is a party and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Parent Stockholder Approval, to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by the Parent Parties and Merger Sub each other Transaction Document to which any Parent Party is a party and the consummation by each Parent and Merger Sub Party of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject subject, only with respect to the Parent Stock Issuance, to obtaining Parent Stockholder Approval) and ), Merger Sub I (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub)Sub I, which shall occur immediately after the execution and delivery of this Agreement) and Merger Sub II, and subject to the filing of the Certificate Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Parent Party is a party has been duly executed and delivered by each of applicable Parent and Merger SubParty, and assuming the due and valid execution of this Agreement and each other Transaction Document to which any Parent Party is a party by the Companyother parties hereto and thereto, constitutes a valid and binding obligation of each of the applicable Parent and Merger Sub Party enforceable against the applicable Parent and Merger Sub Parties, in accordance with its terms, subject, subject as to enforceability enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital StockParent, (ii) approved the execution, delivery and declared advisable performance by Parent of this Agreement and the consummation of the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of shares of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the MergerMergers, are fair to, and in the best interests of, Merger Xxxxxx Sub I and the sole stockholder of Merger Sub I and (B) approved and declared advisable this Agreement and the Transactions, including the MergerMergers. Parent, as the owner of all of the outstanding shares of capital stock of Merger SubSub I, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger SubSub I. Parent, as the sole member of Merger Sub II and the Managing Member and Majority Member (as such terms are defined in the Pacers OpCo LLC Agreement) of Pacers Opco, approved and declared advisable this Agreement and the Transactions, including the OpCo Merger. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance.

Authority; No Violations; Consents and Approvals. (a) Each of Parent Parent, Merger Sub 1 and Merger Sub 2 has all requisite corporate and company power and authority to execute and deliver this Agreement and to Agreement, perform its obligations hereunderhereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent Parent, Merger Sub 1 and Merger Sub 2 and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate and limited liability company action on the part of each of Parent and (subject only to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption approval of this Agreement by Parent as sole stockholder of Merger SubSub 1 and the sole member of Merger Sub 2), which shall occur immediately after the execution Merger Sub 1 and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of DelawareSub 2. This Agreement has been been, and the other Transaction Documents to which Parent, Merger Sub 1 or Merger Sub 2 will be a party will be, duly executed and delivered by each of Parent Parent, Merger Sub 1 and Merger SubSub 2, and and, assuming the due and valid execution of this Agreement and the other Transaction Documents to which the Company will be a party, by the Company, constitutes a valid and binding obligation of each of Parent Parent, Merger Sub 1 and Merger Sub 2 enforceable against Parent Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) unanimously approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, Merger and (iii) resolved to recommend that the holders issuance of the Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”)Stock. The Merger Sub Board, at a meeting duly called and held, 1 Board has by unanimous vote (Ai) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, of Merger Sub 1 and the sole stockholder of Merger Sub 1 and (Bii) adopted and approved and declared advisable this Agreement and the Transactions, including the First Merger. Immediately following the execution of this Agreement by each of the parties hereto, Parent, as the owner of all of the outstanding shares of capital stock sole stockholder of Merger SubSub 1 and the sole member of Merger Sub 2, will immediately after the execution and delivery of this Agreement adopt shall execute a written consent to approve this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote Sub 1 and sole member of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock IssuanceMerger Sub 2, respectively.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution execution, delivery and delivery performance of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote with all directors present, unanimously (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) approved and declared advisable the Parent Charter Amendments, (iv) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iiiiv), the “Parent Board Recommendation”) and (v) resolved to recommend that the holders of Parent Common Stock approve the Parent Charter Amendments (such recommendation described in clause (v), the “Parent Charter Amendment Recommendation”). The Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution execution, delivery and delivery performance of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock Parent’s capital stock necessary to approve the Parent Stock Issuance. Approval of the Parent Charter Amendments by a majority in voting power of Parent Common Stock issued and outstanding and entitled to vote thereon present in person and represented by proxy at the Parent Stockholders Meeting in accordance with the Organizational Documents of Parent and applicable Law is the only vote of the holders of any class or series of Parent’s capital stock necessary to approve the Parent Charter Amendment.

Authority; No Violations; Consents and Approvals. (a) Each of Parent Parent, US Holdings, Merger Sub 1 and Merger Sub 2 has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 and the consummation by Parent each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Shareholder Approval) and ), Merger Sub 1 (other than the adoption of this Agreement by Parent US Holdings as sole stockholder member of Merger Sub)Sub 1, which shall occur immediately promptly after the execution and delivery of this Agreement), and Merger Sub 2 (other than the adoption of this Agreement by US Holdings as sole member of Merger Sub 2, which shall occur promptly after the execution and delivery of this Agreement) and the filing of the Certificate Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by each of Parent Parent, US Holdings, Merger Sub 1 and Merger SubSub 2, and assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent Parent, US Holdings, Merger Sub 1 and Merger Sub 2 enforceable against Parent Parent, US Holdings, Merger Sub 1 and Merger Sub 2 in accordance with its terms, subject, as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote unanimously (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, Share Issuance are fair to, and in the best interests of, Parent and the holders of Parent Capital StockParent, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Share Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock Shares approve the Parent Stock Share Issuance at the Parent Shareholders Meeting (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub BoardBoard of Directors of US Holdings has, at a meeting duly called and held, has by unanimous vote written consent, (Ai) determined that this Agreement and the Transactions, including the Merger, Transactions are fair to, and in the best interests of, Merger Sub of US Holdings and the sole stockholder stockholders of Merger Sub US Holdings and (Bii) approved and declared advisable this Agreement and the Transactions, including the MergerMergers. Parent, as the owner of all The only component of the outstanding shares Transaction and the consummation thereof that requires the approval of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval Parent’s shareholders is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Share Issuance.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) unanimously determined that this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock IssuanceIssuance and the Parent Charter Amendment, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stockits stockholders, (ii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock IssuanceIssuance and the Parent Charter Amendment, (iii) directed that the approval of the Parent Stock Issuance and the Parent Charter Amendment be submitted to the stockholders of Parent, and (iiiiv) resolved to recommend that the holders of Parent Common Stock stockholders approve the Parent Stock Issuance and the Parent Charter Amendment (such recommendation described in clause (iiiiv), the “Parent Board Recommendation”). In lieu of calling a meeting of the holders of Parent Common Stock, Parent has obtained a written consent, dated the date of this Agreement, duly executed and delivered by the Majority Stockholders pursuant to which the Majority Stockholders approved the Parent Stock Issuance and the Parent Charter Amendment (such written consent, as duly executed and delivered, the “Parent Stockholder Written Consent”). The Parent Stockholder Written Consent constitutes receipt of the Parent Stockholder Approval. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent’s capital stock necessary to approve the Parent Stock Issuance, the Parent Charter Amendment, this Agreement or the consummation of the Transactions. The Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote (A) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and Sub, (B) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger, (C) directed that the adoption of this Agreement be submitted to the sole stockholder of Merger Sub, and (D) resolved to recommend that the sole stockholder adopt this Agreement. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt has adopted this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance.

Authority; No Violations; Consents and Approvals. (a) Each Assuming the accuracy of Parent and Merger Sub the representation in Section 5.17, the Company has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to perform its obligations hereunderthe Company Stockholder Approval, to consummate the Transactions. The Assuming the accuracy of the representation in Section 5.17, the execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject the Company, subject, with respect to obtaining Parent Merger, to the Company Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by each the Company and, assuming the accuracy of the representation in Section 5.17 and that this Agreement constitutes the valid and binding obligation of Parent and Merger Sub, and assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability to is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Parent Company Board, at a meeting duly called and held, has held by unanimous vote vote, (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and Company’s stockholders, (Bii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger. Parent, as and (iii) resolved to recommend that the owner holders of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution Company Common Stock approve and delivery of this Agreement adopt this Agreement and the transactions contemplated hereby, including the Merger (such recommendation described in its capacity as sole stockholder clause (iii), the “Company Board Recommendation”). Assuming the accuracy of Merger Sub. The Parent the representation in Section 5.17, the Company Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock the Company’s capital stock necessary to approve and adopt this Agreement and the Parent Stock IssuanceMerger.

Authority; No Violations; Consents and Approvals. (a) Each of the Parent and Merger Sub Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any Parent Party is a party and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Parent Stockholder Approval, to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by the Parent Parties and Merger Sub each other Transaction Document to which any Parent Party is a party and the consummation by each Parent and Merger Sub Party of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject subject, only with respect to the Parent Stock Issuance, to obtaining Parent Stockholder Approval) and ), Merger Sub I (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub)Sub I, which shall occur immediately after the execution and delivery of this Agreement) and Merger Sub II, and subject to the filing of the Certificate Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Parent Party is a party has been duly executed and delivered by each of applicable Parent and Merger SubParty, and assuming the due and valid execution of this Agreement and each other Transaction Document to which any Parent Party is a party by the Companyother parties hereto and thereto, constitutes a valid and binding obligation of each of the applicable Parent and Merger Sub Party enforceable against the applicable Parent and Merger Sub Parties, in accordance with its terms, subject, subject as to enforceability enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital StockParent, (ii) approved the execution, delivery and declared advisable performance by Parent of this Agreement and the consummation of the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of shares of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the MergerMergers, are fair to, and in the best interests of, Merger Sub I and the sole stockholder of Merger Sub I and (B) approved and declared advisable this Agreement and the Transactions, including the MergerMergers. Parent, as the owner of all of the outstanding shares of capital stock of Merger SubSub I, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger SubSub I. Parent, as the sole member of Merger Sub II and the Managing Member and Majority Member (as such terms are defined in the Pacers OpCo LLC Agreement) of Pacers Opco, approved and declared advisable this Agreement and the Transactions, including the OpCo Merger. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to perform its obligations hereunderParent Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and and, assuming the due and valid execution of this Agreement by constitutes the valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has held by unanimous vote vote, (i) determined that this Agreement and the Transactionstransactions contemplated hereby, including the issuance of Parent Common Stock pursuant to this Agreement (the “Parent Stock Issuance”), are fair to, and in the best interests of, Parent and the holders of Parent Capital StockParent, (ii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote (Ai) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (Bii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock Parent’s capital stock necessary to approve and adopt this Agreement and the Parent Stock IssuanceMerger.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Class A Common Stock and Parent Class B Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to Agreement, perform its obligations hereunderhereunder and to consummate the Transactions, subject, with respect to consummation of the Merger, to the Parent Stockholder Approval. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each Parent, subject, with respect to consummation of Parent (subject the Merger, to obtaining the Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by each of Parent and Merger Suband, and assuming the due and valid execution of this Agreement Agreement, by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote unanimously: (i) determined that this Agreement and the Transactions, including the Merger and the Parent Common Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital StockParent’s stockholders, (ii) adopted and approved and declared advisable this Agreement and the Transactions, including the Merger and the Parent Common Stock Issuance, and (iii) resolved directed that this Agreement and the Transactions, including the Merger and the Parent Common Stock Issuance be submitted to recommend the holders of Parent Common Stock for adoption and approval and (iv) recommended that the holders of Parent Common Stock adopt and approve this Agreement and the Transactions, including the Merger and the Parent Common Stock Issuance (such recommendation described in this clause (iiiiv), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock Parent’s capital stock necessary to approve this Agreement, the Merger, the Parent Common Stock IssuanceIssuance and the other Transactions.

Authority; No Violations; Consents and Approvals. (a1) Each The Board of Parent Directors of ONEOK has approved the Merger and this Agreement, and declared the Merger Sub and this Agreement to be in the best interest of the stockholders of ONEOK. ONEOK has and will have all requisite corporate power and authority to execute and deliver enter into this Agreement and the other agreements contemplated hereby, including the Marketing Agreement (as such term is hereinafter defined), the Shared Services Agreement (as such term is hereinafter defined), the Transfer Documents, the Shareholder Agreement, the Employee Agreement (as such term is hereinafter defined) and the Environmental Indemnity Agreement (as such term is hereinafter defined) (collectively, the "Ancillary Documents") to the extent it is a party thereto, to perform its obligations hereunderhereunder and thereunder and to consummate the Transactions and the other transactions contemplated hereby and thereby, subject to the approval of this Agreement and the Merger by the holders of a majority of the voting power of the ONEOK Common Stock, assuming the redemption of the ONEOK Preferred Stock as contemplated by Section 5.2(d), in accordance with the DGCL and ONEOK's certificate of incorporation and bylaws, as amended (the "ONEOK Stockholder Approval"). The execution and delivery of this Agreement and each Ancillary Document to which ONEOK is a party, the performance of obligations hereunder and thereunder by Parent and Merger Sub ONEOK and the consummation by Parent and Merger Sub of the Transactions and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of Parent (ONEOK, subject to obtaining Parent the ONEOK Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by each of Parent and Merger SubONEOK and, and assuming subject to the due and valid execution of this Agreement by the CompanyONEOK Stockholder Approval, constitutes and the Ancillary Documents to which ONEOK is a party, when executed and delivered by ONEOK, will constitute, valid and binding obligations of ONEOK, enforceable against ONEOK in accordance with their respective terms, subject, in each case, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (assuming such documents constitute a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and on the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iiiother parties thereto), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance.

Authority; No Violations; Consents and Approvals. (a) Each The Board of Parent Directors of PanEnergy has approved this Agreement, the Merger and the other transactions contemplated hereby by the unanimous vote of all of the directors present and has declared this Agreement, the Merger Sub and the other transactions contemplated hereby to be in the best interests of the holders of PanEnergy Common Stock. The directors voting thereon have advised PanEnergy and Duke that they intend to vote or cause to be voted all of the shares of PanEnergy Common Stock beneficially owned by them in favor of adoption of this Agreement. PanEnergy has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by the holders of PanEnergy Common Stock in accordance with the DGCL (the "PanEnergy Stockholders' Approval") and due and timely receipt of all regulatory consents and approvals set forth in Section 5.3(c) of the PanEnergy Disclosure Schedule, to perform its obligations hereunderconsummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of Parent (subject PanEnergy, subject, with respect to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing consummation of the Certificate of Merger with Merger, to the Office PanEnergy Stockholders' Approval and due and timely receipt of the Secretary of State of the State of Delawareregulatory consents and approvals specified above. This Agreement has been duly executed and delivered by each PanEnergy and, subject, with respect to consummation of Parent the Merger, to the PanEnergy Stockholders' Approval and due and timely receipt of the regulatory consents and approvals specified above, and assuming this Agreement constitutes the valid and binding obligation of Duke and Merger Sub, and assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub PanEnergy enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability enforceability, to Creditors’ Rightsbankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity. (b) The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is do not, and the only vote consummation of the holders transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any class obligation or series to the loss of Parent Capital Stock necessary a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of PanEnergy, any of its Subsidiaries or, to approve PanEnergy's knowledge, any of its Joint Ventures under, any provision of (A) the Parent Stock Issuance.Restated Certificate of Incorporation or By-Laws of PanEnergy or the comparable charter or organizational documents of any of its Subsidiaries or, to PanEnergy's knowledge, any of its Joint Ventures, (B) subject to obtaining the third-party consents set forth in Section 5.3(b) of the PanEnergy Disclosure Schedule (the "PanEnergy Required Consents"), any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PanEnergy, any of its Subsidiaries or, to PanEnergy's knowledge, any of its Joint Ventures or any of their respective properties or assets or (C) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 5.3(c) are duly and timely obtained or made and the PanEnergy Stockholders' Approval has been obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to PanEnergy, any of its Subsidiaries or, to PanEnergy's knowledge, any of its Joint Ventures or any of their respective properties or assets, other than, in the case of clause (B) or (C), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on PanEnergy, materially impair the ability of PanEnergy to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any court, governmental, regulatory or administrative agency or commission or other governmental authority or 7

Authority; No Violations; Consents and Approvals. (ai) Each The Board of Directors of the Company and the Company Special Committee have approved and declared advisable the Merger and this Agreement, and have directed that the Merger and this Agreement be submitted for consideration at a special meeting of the stockholders of the Company. The directors of the Company have advised the Company and Parent and Newco that they intend to vote or cause to be voted all of the shares of Company Common Stock beneficially owned by them and their Affiliates in favor of approval of the Merger Sub and this Agreement. The general partner of WDOP has approved the WDOP Merger and the WDOP Merger Agreement, and the general partner of WROP has approved the WROP Merger and the WROP Merger Agreement. The Company has all requisite corporate power and authority to execute enter into this Agreement, the Loan Repayment Agreements (as hereinafter defined), the Voting Agreements and deliver this Agreement all other documents to be executed by the Company in connection with the transactions contemplated hereby and thereby (collectively, the "Transaction Documents") and, subject, with respect to the consummation of the Merger, to receipt of the Merger Vote (as hereinafter defined), to consummate the transactions contemplated hereby and thereby. Each Subsidiary that is a party to any OP Transaction Document has all requisite power and authority to enter into such OP Transaction Document and to perform its obligations hereunderconsummate the transactions contemplated thereby. The execution and delivery of this Agreement by Parent the Transaction Documents and Merger Sub the OP Transaction Documents and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of the Company and each applicable Subsidiary, subject, with respect to the consummation of Parent (subject the Merger, to obtaining Parent Stockholder Approval) and receipt of the Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, Vote. The Transaction Documents and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has OP Transaction Documents have been duly executed and delivered by the Company and each applicable Subsidiary and, subject, with respect to the consummation of Parent and the Merger, to receipt of the Merger SubVote, and assuming the due Transaction Documents to which Parent and valid execution of this Agreement by Newco are parties constitute the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub Newco, constitute valid and binding obligations of the Company and each applicable Subsidiary, enforceable against Parent and Merger Sub in accordance with its their terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability to Creditors’ Rights. The Parent Board, is considered in a proceeding in equity or at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iiilaw), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance.

Authority; No Violations; Consents and Approvals. (ai) Each The Board of Directors of Parent has unanimously declared as advisable and fair to and in the best interests of the stockholders of Parent the Merger, an amendment to the Certificate of Incorporation of Parent to increase the number of authorized shares of Parent Common Stock to 60,000,000 (the "Charter Amendment") and the issuance (the "Parent Share Issuance") of shares of Parent Common Stock in accordance with the Merger Sub and the Subscription Agreement and has unanimously approved this Agreement. Parent has all requisite corporate power and authority to execute enter into this Agreement and, subject to approval of the Charter Amendment and deliver the Parent Share Issuance, to consummate the transactions contemplated hereby. Upon Sub's formation, Sub will have requisite power and authority to enter into this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby. This Agreement and the Merger will, prior to the Closing, be approved by Parent as the sole stockholder of Sub. The execution and delivery of this Agreement by Parent Parent, on behalf of itself and Merger Sub Sub, and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of Parent (and Sub, subject to obtaining approval of the Charter Amendment and the Parent Share Issuance by a majority of outstanding Parent Common Stock entitled to vote thereon at the Parent Stockholder Approval) Meeting and Merger subject to certain actions with respect to Sub (other than the adoption of this Agreement by which Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delawarewill take prior to Closing. This Agreement has been duly executed and delivered by each Parent, on behalf of Parent itself and Merger Sub, and subject, with respect to the consummation of the Merger, to stockholder approval of the Charter Amendment and the Parent Share Issuance, and assuming the due and valid execution of this Agreement by constitutes the valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub will constitute a valid and binding obligation of Sub, in each case enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability enforceability, to Creditors’ Rights. The Parent Boardbankruptcy, at a meeting duly called insolvency, reorganization and held, has by unanimous vote (i) determined that this Agreement other laws of general applicability relating to or affecting creditors' rights and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders to general principles of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuanceequity.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Shareholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent EIH as sole stockholder of Merger Sub), which shall occur be effective immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital StockParent’s shareholders, (ii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock Issuance, and (iii) approved and declared advisable the Parent Charter Amendment, (iv) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iiiiv), the “Parent Board Recommendation”) and (v) resolved to recommend that the holders of Parent Common Stock approve the Parent Charter Amendment (such recommendation described in clause (v), the “Parent Charter Amendment Recommendation”). The Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote (Ai) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (Bii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger. ParentEIH, as the owner of all of the outstanding shares of capital stock of Merger Sub, has executed a written consent that will become effective immediately after the execution and delivery of this Agreement pursuant to Section 228(c) of the DGCL to adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Shareholder Approval is the only vote of the holders of any class or series of Parent Capital Stock Parent’s capital stock necessary to approve the Parent Stock IssuanceIssuance and the Merger. Approval of the Parent Charter Amendment by the affirmative vote of a majority of the votes cast by all holders of Parent Common Stock entitled to vote thereon in person and represented by proxy at the Parent Shareholders Meeting in accordance with the Organizational Documents of Parent and applicable Law is the only vote of the holders of any class or series of Parent’s capital stock necessary to approve the Parent Charter Amendment.

Authority; No Violations; Consents and Approvals. (ai) Each The Board of Directors of the Company and the Company Special Committee have approved and declared advisable the Merger and this Agreement, and have directed that the Merger and this Agreement be submitted for consideration at a special meeting of the stockholders of the Company. The directors of the Company have advised the Company and Parent and Newco that they intend to vote or cause to be voted all of the shares of Company Common Stock, Company Senior Preferred Stock and Company Redeemable Preferred Stock beneficially owned by them and their Affiliates in favor of approval of the Merger Sub and this Agreement. The general partner of WDOP has approved the WDOP Merger and the WDOP Merger Agreement, and the general partner of WROP has approved the WROP Merger and the WROP Merger Agreement. The Company has all requisite corporate power and authority to execute enter into this Agreement, the Loan Repayment Agreements (as hereinafter defined), the Voting Agreements and deliver this Agreement all other documents to be executed by the Company in connection with the transactions contemplated hereby and thereby (collectively, the "Transaction Documents") and, subject, with respect to the consummation of the Merger, to receipt of the Merger Vote (as hereinafter defined), to consummate the transactions contemplated hereby and thereby. Each Subsidiary that is a party to any OP Transaction Document has all requisite power and authority to enter into such OP Transaction Document and to perform its obligations hereunderconsummate the transactions contemplated thereby. The execution and delivery of this Agreement by Parent the Transaction Documents and Merger Sub the OP Transaction Documents and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of the Company and each applicable Subsidiary, subject, with respect to the consummation of Parent (subject the Merger, to obtaining Parent Stockholder Approval) and receipt of the Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, Vote. The Transaction Documents and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has OP Transaction Documents have been duly executed and delivered by the Company and each applicable Subsidiary and, subject, with respect to the consummation of Parent and the Merger, to receipt of the Merger SubVote, and assuming the due Transaction Documents to which Parent and valid execution of this Agreement by Newco are parties constitute the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub Newco, constitute valid and binding obligations of the Company and each applicable Subsidiary, enforceable against Parent and Merger Sub in accordance with its their terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability to Creditors’ Rights. The Parent Board, is considered in a proceeding in equity or at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iiilaw), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance.

Authority; No Violations; Consents and Approvals. (ai) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject, with respect to consummation of the Merger, to approval of the issuance of shares of Parent Common Stock pursuant to the Merger by the stockholders of Parent in accordance with the rules and regulations of the NYSE, to perform its obligations hereunderconsummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each Parent, subject, with respect to the consummation of the Merger, to approval of the issuance of shares of Parent (subject Common Stock pursuant to obtaining the Merger by the stockholders of Parent Stockholder Approval) in accordance with the rules and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing regulations of the Certificate of Merger with the Office of the Secretary of State of the State of DelawareNYSE. This Agreement has been duly executed and delivered by each Parent, subject, with respect to consummation of the Merger, to approval of the issuance of shares of Parent Common Stock pursuant to the Merger by the stockholders of Parent in accordance with the rules and Merger Subregulations of the NYSE, and and, assuming the due and valid execution of this Agreement by constitutes the valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability to Creditors’ Rights. The Parent Board, is considered in a proceeding in equity or at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iiilaw), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of has approved this Agreement adopt this Agreement and the Merger in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is Merger Sub has all requisite corporate power and authority to enter into this agreement and to consummate the only vote transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the holders transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of any class or series of Parent Capital Stock necessary to approve the Parent Stock IssuanceMerger Sub; and this Agreement has been duly executed and delivered by Merger Sub.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to Agreement, perform its obligations hereunderhereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption approval of this Agreement by Parent as sole stockholder shareholder of Merger Sub), which shall occur be effective immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote unanimously: (i) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock Issuance, are fair to, and in the best interests of, of Parent and the holders of Parent Capital StockParent’s stockholders, (ii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock Issuance, Issuance and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote (Ai) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, are fair to, and in the best interests of, of Merger Sub and the sole stockholder shareholder of Merger Sub and (Bii) adopted and approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, has executed a written consent that will become effective immediately after the execution and delivery of this Agreement adopt pursuant to Section 10A-2-7.04 of the ABNEC to approve this Agreement in its capacity as sole stockholder shareholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock Parent’s capital stock necessary to approve the Parent Stock IssuanceIssuance and the Merger.

Authority; No Violations; Consents and Approvals. (a) Each The Board of Parent ------------------------------------------------ Directors of PanEnergy has approved this Agreement, the Merger and the other transactions contemplated hereby by the unanimous vote of all of the directors present and has declared this Agreement, the Merger Sub and the other transactions contemplated hereby to be in the best interests of the stockholders of PanEnergy. The directors voting thereon have advised PanEnergy and Duke that they intend to vote or cause to be voted all of the shares of PanEnergy Common Stock beneficially owned by them in favor of approval of the Merger and this Agreement. PanEnergy has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by the stockholders of PanEnergy in accordance with the DGCL (the "PanEnergy Stockholders' Approval") and due and timely 11 receipt of all regulatory consents and approvals set forth in Section 5.3(c) of the PanEnergy Disclosure Schedule, to perform its obligations hereunderconsummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of Parent (subject PanEnergy, subject, with respect to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing consummation of the Certificate of Merger with Merger, to the Office PanEnergy Stockholders' Approval and due and timely receipt of the Secretary of State of the State of Delawareregulatory consents and approvals specified above. This Agreement has been duly executed and delivered by each PanEnergy and, subject, with respect to consummation of Parent the Merger, to the PanEnergy Stockholders' Approval and due and timely receipt of the regulatory consents and approvals specified above, and assuming this Agreement constitutes the valid and binding obligation of Duke and Merger Sub, and assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub PanEnergy enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability enforceability, to Creditors’ Rights. The Parent Boardbankruptcy, at a meeting duly called insolvency, reorganization and held, has by unanimous vote (i) determined that this Agreement other laws of general applicability relating to or affecting creditors' rights and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders to general principles of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuanceequity.

Authority; No Violations; Consents and Approvals. (a) Each The Board of Parent Directors of PanEnergy has approved this Agreement, the Merger and the other transactions contemplated hereby by the unanimous vote of all of the directors present and has declared this Agreement, the Merger Sub and the other transactions contemplated hereby to be in the best interests of the stockholders of PanEnergy. The directors voting thereon have advised PanEnergy and Duke that they intend to vote or cause to be voted all of the shares of PanEnergy Common Stock beneficially owned by them in favor of approval of the Merger and this Agreement. PanEnergy has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by the stockholders of PanEnergy in accordance with the DGCL (the "PanEnergy Stockholders' Approval") and due and timely 11 receipt of all regulatory consents and approvals set forth in Section 5.3(c) of the PanEnergy Disclosure Schedule, to perform its obligations hereunderconsummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of Parent (subject PanEnergy, subject, with respect to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing consummation of the Certificate of Merger with Merger, to the Office PanEnergy Stockholders' Approval and due and timely receipt of the Secretary of State of the State of Delawareregulatory consents and approvals specified above. This Agreement has been duly executed and delivered by each PanEnergy and, subject, with respect to consummation of Parent the Merger, to the PanEnergy Stockholders' Approval and due and timely receipt of the regulatory consents and approvals specified above, and assuming this Agreement constitutes the valid and binding obligation of Duke and Merger Sub, and assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub PanEnergy enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability enforceability, to Creditors’ Rights. The Parent Boardbankruptcy, at a meeting duly called insolvency, reorganization and held, has by unanimous vote (i) determined that this Agreement other laws of general applicability relating to or affecting creditors' rights and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders to general principles of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuanceequity.

Authority; No Violations; Consents and Approvals. (ai) Each The Board of Parent Directors of Drilex has, by vote of the directors with no negative vote, (i) approved the Merger and the Merger Sub Agreement and declared the Merger and the Merger Agreement to be in the best interests of the stockholders of Drilex and (ii) approved for all purposes (including, without limitation, purposes of Section 203 of the DGCL) the transactions contemplated by the Stockholder Agreement (including, without limitation, the grant and exercise of the option contained therein). The directors have advised Drilex and Bakex Xxxhxx xxxt they currently intend to vote or cause to be voted all of the shares beneficially owned by them and their affiliates in favor of approval of the Merger and the Merger Agreement. Drilex has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject, with respect to consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of Drilex in accordance with the DGCL, to perform its obligations hereunderconsummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each Drilex, subject, with respect to consummation of Parent (subject the Merger, to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption approval of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing Merger by the stockholders of the Certificate of Merger Drilex in accordance with the Office of the Secretary of State of the State of DelawareDGCL. This Agreement has been duly executed and delivered by each Drilex and, subject, with respect to consummation of Parent the Merger, to approval of this Agreement and the Merger Subby the stockholders of Drilex in accordance with the DGCL, and assuming the due and valid execution of this Agreement by constitutes the Companyvalid and binding obligation of Bakex Xxxhxx xxx Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub Drilex enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability enforceability, to Creditors’ Rightsbankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, 7 14 (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iiiExcept as set forth on Schedule 3.1(c), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Drilex or any of its Subsidiaries under, or otherwise result in a detriment to Drilex or any of its Subsidiaries under, any provision of (i) the Restated Certificate of Incorporation or Bylaws of Drilex or any provision of the comparable charter or organizational documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Drilex or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 3.1(c)(iii) are duly and timely obtained or made and the approval of the Merger and this Agreement by the stockholders of Drilex has been obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Drilex or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (ii), (iii) or (iv), any such conflicts, violations, defaults, rights, liens, security interests, charges, encumbrances or detriments that, individually or in the aggregate, would not have a Material Adverse Effect on Drilex, materially impair the ability of Drilex to perform its capacity obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any court, governmental, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to Drilex or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Drilex or the consummation by Drilex of the transactions contemplated hereby, as sole stockholder to which the failure to obtain or make would have a Material Adverse Effect, except for: (A) the filing of a premerger notification report by Drilex under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period with respect thereto; (B) the appropriate filings or notifications as may be required by comparable Canadian or European laws; (C) the filing with the SEC of (x) a proxy statement in preliminary and definitive form relating to the meeting of Drilex's stockholders to be held in connection with the Merger (the "Proxy Statement") and (y) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby; (D) the filing of the Certificate of Merger Sub. The Parent Stockholder Approval is with the only vote Secretary of State of the holders State of Delaware; (E) such filings and approvals as may be required by any class applicable state securities, "blue sky" or series of Parent Capital Stock necessary to approve the Parent Stock Issuance.takeover laws, or environmental laws; and (F) such filings and approvals as may be required by any foreign premerger notification, securities, corporate or other law, rule or regulation. (d)

Authority; No Violations; Consents and Approvals. (a) Each of Parent Shock and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent Shock and Merger Sub and the consummation by Parent Shock and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent Shock and (subject only to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption approval of this Agreement by Parent Shock as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of ) Merger with the Office of the Secretary of State of the State of DelawareSub. This Agreement has been duly executed and delivered by each of Parent Shock and Merger Sub, and and, assuming the due and valid execution of this Agreement by the CompanyPower, constitutes a valid and binding obligation of each of Parent Shock and Merger Sub enforceable against Parent Shock and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Shock Board, at a meeting duly called and held, has by unanimous vote (i) determined that approved this Agreement and the Transactions, including the Parent Stock IssuanceMerger, are fair tothe Shock Share Issuance and the Closing Equity Raise, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) approved and declared advisable resolved, subject to the provisions of this Agreement and the Transactions(including those relating to a Shock Change of Recommendation, including the Parent Stock Issuancea Shock Superior Proposal or a Shock Intervening Event), and (iii) resolved to recommend that the holders of Parent Common Stock approve Shock Ordinary Shares vote in favor of the Parent Stock Issuance approval of the Shock Shareholder Matters (such recommendation described in clause (iiiii), the “Parent Shock Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote (A) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger. ParentShock, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt and approve this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Shock Shareholder Approval is the only vote of the holders of any class or series of Parent Capital Stock the Shock Shares necessary to approve the Parent Stock Shock Share Issuance. (b) Except as set forth in Section 5.3(b) of the Shock Disclosure Letter, the execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) contravene, conflict with or result in a violation of any provision of the Organizational Documents of Shock or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a violation of, a termination (or right of termination) or cancellation of, or default under, the creation or acceleration of any obligation or the loss or reduction of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Shock or any of its Subsidiaries under, any provision of any loan or credit agreement, note, bond, mortgage, indenture, lease or other Contract, Organizational Documents of any Shock Invested Entity, Shock Permit, franchise or license to which Shock or any of its Subsidiaries is a party or by which Shock, Merger Sub or any of their respective Subsidiaries or their respective properties or assets are bound, (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made, contravene, conflict with or result in a violation of any Law applicable to Shock or any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the creation of any Encumbrance on any of the assets or property of Shock or any of its Subsidiaries, other than, in the case of clauses (ii), (iii) or (iv), any such contraventions, conflicts, violations, defaults, acceleration, losses or Encumbrances that have not had and would not reasonably be expected to have, individually or in the aggregate, a Shock Material Adverse Effect. Except for this Agreement, Shock is not party to any Contract that does, would or would reasonably be expected to, entitle any Person to appoint one or more directors to the Shock Board.

Authority; No Violations; Consents and Approvals. (ai) Each The Board of Parent Directors of ISI has approved the Merger and this Merger Sub Agreement, by vote of the directors with no negative vote, and has resolved to deem this Merger Agreement and the transactions contemplated hereby, including the Merger, advisable and fair to, and in the best interests of, ISI and its stockholders. ISI has all requisite corporate power and authority to execute and deliver enter into this Merger Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby. The execution and delivery of this Merger Agreement by Parent and Merger Sub each of the agreements required to be executed in connection therewith and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ISI. This Merger Agreement and each of Parent (subject the agreements required to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has be executed in connection therewith have been duly executed and delivered by each of Parent ISI and Merger Sub, and assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub ISI enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability enforceability, to Creditors’ Rightsbankruptcy, insolvency, reorganization and other laws of general applicability relating to or effecting creditors' rights and to general principles of equity and limitations imposed on indemnity obligations by applicable federal and state securities laws. The Parent BoardBoard of Managers of LLC has approved the Merger and this Merger Agreement, at a meeting duly called by vote of the members with no negative vote, and held, has by unanimous vote (i) determined that resolved to deem this Merger Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock IssuanceMerger, are advisable and fair to, and in the best interests of, Parent LLC and the holders of Parent Capital Stock, (ii) approved its members. LLC has all requisite corporate power and declared advisable authority to enter into this Merger Agreement and to consummate the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”)transactions contemplated hereby. The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Merger Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote and each of the holders agreements required to be executed in connection therewith and the consummation of any class the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of LLC. This Merger Agreement and each of the agreements required to be executed in connection therewith have been duly executed and delivered by LLC and constitutes a valid and binding obligation of LLC enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or series effecting creditors' rights and to general principles of Parent Capital Stock necessary equity and limitations imposed on indemnity obligations by applicable federal and state securities laws. This Merger Agreement and each of the agreements required to approve be executed in connection therewith have been duly executed and delivered by the Parent Stock IssuanceMajority Stockholders and constitutes a valid and binding obligation of the Majority Stockholders enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or effecting creditors' rights and to general principles of equity and limitations imposed on indemnity obligations by applicable federal and state securities laws.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunderunder this Agreement. The execution and delivery of this Agreement by Parent Xxxxxx and Merger Sub and the consummation by Parent Xxxxxx and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining the Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent provided that Parent, as sole stockholder of Merger Sub), duly executed and delivered a written consent approving and adopting this Agreement in accordance with Sections 228 and 251(c) of the DGCL, which shall occur by its terms will be effective immediately after following the execution and delivery of this Agreement, and and, when effective, will constitute the filing of the Certificate only approval of Merger with the Office of the Secretary of State of the State of DelawareSub stockholders necessary to adopt this Agreement). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote unanimously (i) determined that this Agreement and the Transactions, including the Parent Stock IssuanceIssuance and the Parent Charter Amendment, are fair to, and in the best interests of, Parent and the holders of Parent Capital Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, Issuance and the Parent Charter Amendment and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance and the Parent Charter Amendment (such recommendation described in this clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote unanimously (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub Sub, and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of the Parent Capital Stock necessary to approve the Parent Stock IssuanceIssuance or the Parent Charter Amendment.

Authority; No Violations; Consents and Approvals. (ai) Each The Board of Parent Directors of Drilex has, by vote of the directors with no negative vote, (i) approved the Merger and the Merger Sub Agreement and declared the Merger and the Merger Agreement to be in the best interests of the stockholders of Drilex and (ii) approved for all purposes (including, without limitation, purposes of Section 203 of the DGCL) the transactions contemplated by the Stockholder Agreement (including, without limitation, the grant and exercise of the option contained therein). The directors have advised Drilex and Bakex Xxxhxx that they currently intend to vote or cause to be voted all of the shares beneficially owned by them and their affiliates in favor of approval of the Merger and the Merger Agreement. Drilex has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject, with respect to consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of Drilex in accordance with the DGCL, to perform its obligations hereunderconsummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each Drilex, subject, with respect to consummation of Parent (subject the Merger, to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption approval of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing Merger by the stockholders of the Certificate of Merger Drilex in accordance with the Office of the Secretary of State of the State of DelawareDGCL. This Agreement has been duly executed and delivered by each Drilex and, subject, with respect to consummation of Parent the Merger, to approval of this Agreement and the Merger Subby the stockholders of Drilex in accordance with the DGCL, and assuming the due and valid execution of this Agreement by constitutes the Companyvalid and binding obligation of Bakex Xxxhxx xxx Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub Drilex enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability enforceabil- 7 14 ity, to Creditors’ Rightsbankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iiiExcept as set forth on Schedule 3.1(c), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Drilex or any of its Subsidiaries under, or otherwise result in a detriment to Drilex or any of its Subsidiaries under, any provision of (i) the Restated Certificate of Incorporation or Bylaws of Drilex or any provision of the comparable charter or organizational documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Drilex or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 3.1(c)(iii) are duly and timely obtained or made and the approval of the Merger and this Agreement by the stockholders of Drilex has been obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Drilex or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (ii), (iii) or (iv), any such conflicts, violations, defaults, rights, liens, security interests, charges, encumbrances or detriments that, individually or in the aggregate, would not have a Material Adverse Effect on Drilex, materially impair the ability of Drilex to perform its capacity obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any court, governmental, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to Drilex or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Drilex or the consummation by Drilex of the transactions contemplated hereby, as sole stockholder to which the failure to obtain or make would have a Material Adverse Effect, except for: (A) the filing of a premerger notification report by Drilex under the Hart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period with respect thereto; (B) the appropriate filings or notifications as may be required by comparable Canadian or European laws; (C) the filing with the SEC of (x) a proxy statement in preliminary and definitive form relating to the meeting of Drilex's stockholders to be held in connection with the Merger (the "Proxy Statement") and (y) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby; (D) the filing of the Certificate of Merger Sub. The Parent Stockholder Approval is with the only vote Secretary of State of the holders State of Delaware; (E) such filings and approvals as may be required by any class applicable state securities, "blue sky" or series of Parent Capital Stock necessary to approve the Parent Stock Issuance.takeover laws, or environmental laws; and (F) such filings and approvals as may be required by any foreign premerger notification, securities, corporate or other law, rule or regulation. (d)

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunderunder this Agreement. The execution and delivery of this Agreement by Parent Pxxxxx and Merger Sub and the consummation by Parent Pxxxxx and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining the Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent provided that Parent, as sole stockholder of Merger Sub), duly executed and delivered a written consent approving and adopting this Agreement in accordance with Sections 228 and 251(c) of the DGCL, which shall occur by its terms will be effective immediately after following the execution and delivery of this Agreement, and and, when effective, will constitute the filing of the Certificate only approval of Merger with the Office of the Secretary of State of the State of DelawareSub stockholders necessary to adopt this Agreement). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote unanimously (i) determined that this Agreement and the Transactions, including the Parent Stock IssuanceIssuance and the Parent Charter Amendment, are fair to, and in the best interests of, Parent and the holders of Parent Capital Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, Issuance and the Parent Charter Amendment and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance and the Parent Charter Amendment (such recommendation described in this clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote unanimously (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub Sub, and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of the Parent Capital Stock necessary to approve the Parent Stock IssuanceIssuance or the Parent Charter Amendment.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub Power has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub Power and the consummation by Parent and Merger Sub Power of the Transactions have been duly authorized by all necessary corporate action on the part of each Power, subject, only with respect to consummation of Parent (subject the Merger, to obtaining Parent the Power Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by each of Parent and Merger SubPower and, and assuming the due and valid execution of this Agreement by the CompanyShock and Merger Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub Power enforceable against Parent and Merger Sub Power in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability to is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Parent Power Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock IssuanceMerger, are fair to, and in the best interests of, Parent Power and the holders of Parent Capital Power Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock IssuanceMerger, and (iii) resolved resolved, subject to the provisions of this Agreement (including those relating to a Power Change of Recommendation, a Power Superior Proposal or a Power Intervening Event), to recommend that the holders of Parent Power Common Stock approve vote in favor of the Parent Stock Issuance adoption and approval of this Agreement (such recommendation described in this clause (iii), the “Parent Power Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Power Stockholder Approval is the only vote of the holders of any class or series of Parent the Power Capital Stock necessary to adopt and approve this Agreement and approve the Parent Stock IssuanceTransactions. (b) Except as set forth in Section 4.3(b) of the Power Disclosure Letter, the execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) contravene, conflict with or result in a violation of any provision of the Organizational Documents of Power (assuming that the Power Stockholder Approval is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a violation of, a termination (or right of termination) or cancellation of, or default under, the creation or acceleration of any obligation or the loss or reduction of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Power or any of its Subsidiaries under, any provision of any loan or credit agreement, note, bond, mortgage, indenture, lease or other Contract, Organizational Documents of any Power Invested Entity, Power Permit, franchise or license to which Power or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Power Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Power or any of its Subsidiaries or any of their respective properties or assets or (iv) result in the creation of any Encumbrance on any of the assets or property of Power or any of its Subsidiaries, other than, in the case of clauses (ii), (iii) or (iv), any such contraventions, conflicts, violations, defaults, acceleration, losses or Encumbrances that have not had and would not reasonably be expected to have, individually or in the aggregate, a Power Material Adverse Effect. Power is not party to any Contract that does, would or would reasonably be expected to entitle any Person to appoint one or more directors to the Power Board.

Authority; No Violations; Consents and Approvals. (a) Each The Board of Parent ------------------------------------------------ Directors of Duke has approved this Agreement, the Merger and the other transactions contemplated hereby by the unanimous vote of all of the directors present, and has declared this Agreement, the Merger Sub and the other transactions contemplated hereby to be in the best interests of the shareholders of Duke. The directors have advised PanEnergy and Duke that they intend to vote or cause to be voted all of the shares of Duke Common Stock beneficially owned by them in favor of approval of the Duke Vote Matter (as defined below). Duke has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to approval of the amendment of the Restated Articles of Incorporation of Duke for the purpose of changing the name of Duke to Duke Energy Corporation and increasing the number of authorized shares of Duke Common Stock and subject to perform its obligations hereunderapproval of the issuance of the shares of Duke Common Stock that are to be issued in connection with the Merger (together, sometimes herein called the "Duke Vote Matter") by the shareholders of Duke in accordance with the North Carolina Business Corporation Act ("NCBCA") and the NYSE listing requirements and subject to due and timely receipt of all required federal and state regulatory consents and approvals set forth in Section 6.3(c)(E), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby, including, but not limited to, the issuance of the Duke Common Stock pursuant to the Merger, have been duly authorized by all necessary corporate action on the part of each of Parent (Duke, subject to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing approval of the Certificate Duke Vote Matter by the shareholders of Merger Duke in accordance with the Office NCBCA and NYSE listing requirements and subject to due and timely receipt of the Secretary of State of the State of Delawareregulatory consents and approvals specified above. This Agreement has been duly executed and delivered by each Duke and, subject, with respect to approval of Parent the Duke Vote Matter by the shareholders of Duke in accordance with the NCBCA and Merger SubNYSE listing requirements and subject to due and timely receipt of the regulatory consents and approvals specified above, and assuming the due and valid execution of this Agreement by constitutes the Companyvalid and binding obligation of PanEnergy, constitutes a valid and binding obligation of each of Parent and Merger Sub Duke enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability enforceability, to Creditors’ Rights. The Parent Boardbankruptcy, at a meeting duly called insolvency, reorganization and held, has by unanimous vote (i) determined that this Agreement other laws of general applicability relating to or affecting creditors' rights and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders to general principles of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuanceequity.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub Isla Party has all requisite corporate organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub the Isla Parties and the consummation by Parent and Merger Sub the Isla Parties of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub Isla Party (other than the adoption of this Agreement by Parent Isla, whose adoption is the sole adoption required by the stockholders of New PubCo, and New PubCo as the sole stockholder of C Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Texas and the Office of the Secretary of State of the State of Delaware and the filing of the LLC Certificate of Merger with the Office of the Secretary of State of the State of Delaware). This Agreement has been duly executed and delivered by each of Parent and Merger SubIsla Party, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub the foregoing, enforceable against Parent and Merger Sub each such Person in accordance with its terms, subject, as to enforceability enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The C Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger and the LLC Merger, are fair to, and in the best interests of, C Merger Sub and the sole stockholder of C Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger and the LLC Merger. ParentThe New PubCo Board has (1) determined that this Agreement and the Transactions are fair to, and in the best interests of, New PubCo and the stockholders of New PubCo, (2) approved and declared advisable this Agreement and the Transactions, and (3) on behalf of New Pubco, in its capacity as the sole member of L Merger Sub, has approved and declared advisable and adopted this Agreement and the Transactions on behalf of L Merger Sub. The Board of Directors of Isla, acting in accordance with the Isla Organizational Documents, has (1) determined that this Agreement and the Transactions are fair to, and in the best interests of, Isla and the holders of equity interests of Isla, (2) approved and declared advisable this Agreement and the Transactions, and (3) on behalf of Isla, in its capacity as the sole member of OpCo, has approved and declared advisable and has adopted this Agreement and the Transactions on behalf of OpCo. Isla, as the sole stockholder of New PubCo that has any voting or approval rights with respect to New PubCo’s execution and delivery of this Agreement and consummation of the Transactions contemplated hereby (other than board designation rights contemplated by the draft Board Letter Agreement shared among the Parties, which rights were granted in accordance with, and do not require the approval or consent of Isla under, the Organizational Documents of New PubCo), and New PubCo, as the owner of all of the outstanding shares of capital stock of C Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of New PubCo or C Merger Sub, as applicable. The Parent Stockholder Approval is approvals described in this Section 5.3 are the only vote sole approvals and affirmative votes necessary on the part of any shareholders or other holders of equity interests in any of the holders of any class or series of Parent Capital Stock necessary Isla Parties to approve and adopt this Agreement and the Parent Stock IssuanceTransactions pursuant to the Organizational Documents thereof and applicable Law, and true, complete and correct copies thereof have been (or, in the case of the approvals to be obtained immediately after the execution of this Agreement, will be) delivered to the Company.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Shareholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent EIH as sole stockholder of Merger Sub), which shall occur be effective immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital StockParent’s shareholders, (ii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Parent Stock Issuance, and (iii) approved and declared advisable the Parent Charter Amendment, (iv) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iiiiv), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (Bv) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of resolved to recommend that the holders of any class or series of Parent Capital Common Stock necessary to approve the Parent Stock Issuance.Charter Amendment (such recommendation described in clause (v), the “

Authority; No Violations; Consents and Approvals. (a) Each of Parent Parent, Merger Sub and Merger LLC Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the obtaining of Parent Stockholder Approval, to perform its obligations hereunder. The execution and delivery of this Agreement by Parent Pxxxxx and Merger Sub and the consummation by Parent Parent, Merger Sub and Merger LLC Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject subject, only with respect to the Parent Stock Issuance, to obtaining Parent Stockholder Approval) and ), Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement) and LLC Sub (other than the adoption of this Agreement by Parent as sole managing member of LLC Sub, which shall occur immediately after the execution and delivery of this Agreement), and the filing of the Certificate of Merger Mergers for each of the Integrated Mergers with the Office of the Secretary of State of for the State of Delaware. This Agreement has been duly executed and delivered by each of Parent Parent, Merger Sub and Merger LLC Sub, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent Parent, Merger Sub and Merger LLC Sub enforceable against Parent Parent, Merger Sub and Merger LLC Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, Transactions are fair and reasonable to, and advisable and in the best interests of, Parent and the holders of Parent Capital Common Stock, (ii) approved the execution, delivery and declared advisable performance of this Agreement and the consummation of the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of shares of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and heldacting by written consent, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, Transactions are fair and reasonable to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and Sub, (B) approved and declared advisable this Agreement and the TransactionsTransactions and (C) recommended this Agreement and the Transactions to Parent for approval and adoption thereby in its capacity as the sole stockholder of Merger Sub. The Parent Stockholder Approval is the only approval of the holders of any class or series of the Parent Capital Stock necessary to approve and adopt this Agreement and the Parent and its Subsidiaries’ consummation of the Transactions contemplated hereby, including the MergerIntegrated Mergers and the Parent Stock Issuance. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval approval of the Transactions contemplated hereby, including the Merger, by Pxxxxx, as the sole stockholder of Merger Sub, is the only vote approval of the holders of any class or series of Parent Capital Stock capital stock of Merger Sub necessary to approve and adopt this Agreement, which approval shall be obtained no later than one Business Day following the Parent Stock Issuancedate hereof. The approval of the Transactions contemplated hereby, including the LLC Sub Merger, by Parent, as the sole member of LLC Sub, and, following the Effective Time, as the sole equityholder of the Company, is the only approval of the holders of any class or series of membership interests of LLC Sub necessary to approve and adopt this Agreement and the LLC Sub’s consummation of the Transactions contemplated hereby, which approval shall be obtained no later than one Business Day following the date hereof.

Authority; No Violations; Consents and Approvals. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement), and subject, solely with respect to consummation of the Merger, the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, subject as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Common Stock, and (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, Board has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance.