Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (a) Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunder. The execution and delivery of this Agreement by Company and the consummation by Company of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Order. This Agreement has been duly executed and delivered by Company, and assuming the due and valid execution of this Agreement by Parent and Parent Canadian Sub, constitutes a valid and binding obligation of Company enforceable against Company 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 is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; No Violations. (ai) The Company has all requisite corporate power and authority to execute and deliver this Agreement andAgreement, and at the Closing will have, all requisite corporate power and authority, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionApproval, to perform its obligations hereunderconsummate the Transactions. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject subject, with respect to the consummation of the Transactions, to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final OrderApproval. This Agreement has been duly executed and delivered by Companythe Company and, and assuming the due authorization, execution and valid execution delivery of this Agreement by Parent and Parent Canadian Subthe other party, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ rights and to general principles of equity equity, regardless of whether such enforceability is considered in a Proceeding in equity or at Law law (collectively, “Creditors’ Creditor’s Rights”). The Company Board, at a meeting duly called and held, Board has by unanimous vote unanimously (iA) determined resolved to recommend that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved Company’s shareholders approve this Agreement and the Arrangement, and plan of merger set forth herein (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote , (B) determined that entry into this Agreement is in the only vote of the holders of any class or series best interests of the Company Capital Stock or any other security and its shareholders, (C) adopted the plan of Company or any of its Subsidiaries necessary to approve merger set forth herein and adopt this Agreement and approved the Transactions, including the Arrangement. (b) The Company’s execution, delivery and performance of this Agreement and consummation of the Transactions and (D) directed that this Agreement be submitted to a vote at a meeting of the shareholders of the Company to consider the approval of this Agreement (such meeting, including any postponement, adjournment or recess thereof, the “Company Shareholders Meeting”). (ii) The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions will not not, (iA) contraveneassuming the Company Shareholder Approval is obtained, conflict with or result in a breach or violation of violate any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, ; (iiB) result in any violation or default (with or without notice, notice or lapse of time time, or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss loss, suspension, limitation or impairment of a benefit underunder (or right of the Company or any of its Subsidiaries to own or use any assets or properties required for the conduct of their respective businesses), or result in (or give rise to) the creation of any Encumbrance upon or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any loan Contract evidencing Indebtedness, any Lease, any Material Contract, any Company Permit or credit agreement (subject to, (A) in the case any Organizational Document of the any Company Credit Facilities, the payoff and termination thereof prior to Joint Venture; or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements assuming that each of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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, or (iii) assuming the Consents referred to in Section 2.4 3.1(d) are duly and timely obtained or made and any applicable waiting periods referred to therein have expired or terminated and the Company Requisite Shareholder Vote Approval has been obtained and the Court has granted the Interim Order and the Final Orderobtained, contravene, conflict with or result in a breach or violation of violate any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiB) and or (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (iii) Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 3.2(g), the affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”) is the only vote of the holders of Company Capital Stock necessary to approve this Agreement and the Transactions.

Authority; No Violations. (ai) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionStockholder Approval, to perform its obligations hereunderconsummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject subject, with respect to obtaining the consummation of the Transactions, to the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final OrderStockholder Approval. This Agreement has been duly executed and delivered by Companythe Company and, and assuming the due and valid execution of this Agreement by constitutes the valid and binding obligation of Parent and Parent Canadian Merger Sub, constitutes a valid and binding obligation of the Company enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ rights and to general principles of equity equity, regardless of whether such enforceability is considered in a Proceeding in equity or at Law law (collectively, “Creditors’ Creditor’s Rights”). The Company Board, at a meeting duly called and held, Board has by unanimous vote unanimously (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iiiA) resolved to recommend for approval that the Company’s stockholders adopt this Agreement (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt , (B) determined that this Agreement and the TransactionsMerger are advisable and fair to and in the best interests of the Company’s stockholders, including (C) approved this Agreement and the ArrangementMerger, and (D) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company to be held in connection with the Merger to consider the adoption of this Agreement (the “Company Stockholders Meeting”). (bii) The execution, execution and delivery and performance of this Agreement does not, and the consummation of the Transactions will not not, result in any violation of, or default (i) contravene, conflict with or result in a breach without notice or violation lapse of time, or both) under, or acceleration of any provision material obligation or the loss, suspension, limitation or impairment of a material benefit under (or right of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its SubsidiariesSubsidiaries to own or use any assets or properties required for the conduct of their respective businesses, (ii) with including any of the Oil and Gas Properties owned or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit underheld by them), or result in (or give rise to) the creation of any Encumbrance upon or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of the Company or any of its Subsidiaries (including, for the avoidance of doubt, any of their Oil and Gas Properties) under, any provision of (A) the Company Certificate of Incorporation, the Company Bylaws or any comparable organizational documents of any of the Company or any of its Subsidiaries; (B) any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)Contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, indenturelease (including, lease for the avoidance of doubt, any Oil and Gas Lease) or other agreementContract (including, for the avoidance of doubt, any Oil and Gas Contract), permit, franchise or license (including, for the avoidance of doubt, any Company Permit) to which the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries or its or their respective properties or assets are bound, including any documents pertaining to the Company Revolving Credit Facility or the Company Senior Notes; or (iiiC) assuming the Consents referred to in Section 2.4 3.1(d) are duly and timely obtained or made and the Company Requisite Shareholder Vote Stockholder Approval has been obtained and the Court has granted the Interim Order and the Final Orderobtained, contravene, conflict with or result in a breach or violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that are set forth on Schedule 3.1(c)(ii) of the Company Disclosure Schedule or that would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (iii) The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon in accordance with the DGCL, the Company Certificate of Incorporation and Company Bylaws (the “Company Stockholder Approval”) is the only vote of the holders of Company Capital Stock necessary to approve and adopt this Agreement and the Merger and the other Transactions.

Authority; No Violations. (ai) Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject and to obtaining consummate the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunderTransactions. The execution execution, delivery and delivery performance of this Agreement by Company Parent and Merger Sub, and the consummation by Company Parent and Merger Sub of the Transactions Transactions, have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution each of Parent and obtaining the approval Merger Sub (including by the Court of the Interim Order Parent Board and the Final OrderMerger Sub Board) and approved by Intermediate Parent. This Agreement has been duly executed and delivered by Companyeach of Parent and Merger Sub, and and, assuming the due authorization, execution and valid execution delivery of this Agreement by Parent and Parent Canadian Subthe Company, constitutes a valid and binding obligation of Company each of Parent and Merger Sub enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to Creditor’s Rights. No vote or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security capital stock of Company or any of its Subsidiaries Parent is necessary to adopt or approve and adopt this Agreement and the plan of merger set forth in this Agreement or the Transactions, including the Arrangement. (bii) The execution, execution and delivery and performance of this Agreement by Parent and Merger Sub does not, and the consummation of the Transactions by Parent and Merger Sub will not at the Effective Time (iA) contravene, conflict with or result in a breach or violation of violate any provision of the Organizational Documents of Company Parent or Merger Sub; (assuming the Company Requisite Shareholder Vote is obtainedB) result in any violation or any of its Subsidiaries, default (ii) with or without notice, notice or lapse of time time, or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss loss, suspension, limitation or impairment of a benefit underunder (or right of Parent or any of its Subsidiaries to own or use any assets or properties required for the conduct of their respective businesses), or result in (or give rise to) the creation of any Encumbrance upon (other than a Permitted Encumbrance) or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of Company Parent or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license Contract to which Company Parent or any of its Subsidiaries is a party or by which it Parent or any of its Subsidiaries or its or their respective properties or assets are bound, bound that is required to be filed by Parent on the System for Electronic Document Analysis and Retrieval by the applicable Canadian securities regulators pursuant to any Canadian securities Laws; or (iiiC) assuming that each of the Consents referred to in Section 2.4 3.2(c) are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Orderany applicable waiting periods referred to therein have expired or terminated, contravene, conflict with or result in a breach or violation of violate any Law applicable to Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiB) and or (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.

Authority; No Violations. (ai) Company Each of Parent and Merger Sub has all requisite corporate power and corporate authority to execute and deliver enter into this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Company and the consummation by Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary requisite corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution Parent and obtaining the approval by the Court of the Interim Order and the Final OrderMerger Sub. This Agreement has been duly executed and delivered by Company, and assuming the due and valid execution each of this Agreement by Parent and Parent Canadian Sub, Merger Sub and constitutes a valid and binding obligation agreement of Company each of Parent and Merger Sub, enforceable against Company each of them in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability similar laws relating to or affecting creditors’ creditors rights and to generally, or by general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, principles. (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each Except as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to haveimpede, individually interfere with, prevent or materially delay the transactions contemplated by this Agreement, the execution and delivery of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, result in a Violation pursuant to: (A) any provision of the certificate of incorporation or bylaws of Parent or Merger Sub or (B) subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in Section 3.2(c)(iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any Subsidiary of Parent or their respective properties or assets. (iii) Except as would not reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, no consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to Parent or any Subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the aggregateHSR Act; (B) filings required under any applicable federal, a Company Material Adverse Effectstate or Foreign Antitrust Laws; (C) the applicable requirements of CFIUS under Exon-Xxxxxx; and (D) the DGCL with respect to the filing of the Certificate of Merger.

Authority; No Violations. (ai) Company Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement and the consummation by Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate and stockholder action on the part of Merger Sub. This Agreement has been duly and validly executed and delivered by Merger Sub and constitutes a valid and binding agreement of Merger Sub, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and other laws affecting the enforcement of creditors' rights generally and by general principles of equity. (ii) The execution and delivery of this Agreement by Company Merger Sub do not, and the performance of this Agreement and the consummation by Company Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order Merger and the Final Order. This Agreement has been duly executed and delivered by Companyother transactions contemplated hereby will not, and assuming the due and valid execution of this Agreement by Parent and Parent Canadian Sub, constitutes a valid and binding obligation of Company enforceable against Company 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 is considered result in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval Violation pursuant to: (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents certificate of Company (assuming the Company Requisite Shareholder Vote is obtained) incorporation or any by-laws of its Subsidiaries, (ii) with Merger Sub; or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each except as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent, (I) any Contract or, (II) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any Laws or Orders applicable to Merger Sub or its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Merger Sub in connection with the execution and delivery of this Agreement by Merger Sub or the consummation of the Merger and the other transactions contemplated hereby, except for the Parent Required Consents, the filing of the Certificate of Merger pursuant to the CBCA and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Authority; No Violations. (a) Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order Order, obtaining the requisite consents under the Company Credit Facility and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunder. The execution and delivery of this Agreement by Company and the consummation by Company of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution Resolution, the requisite consents under the Company Investor Rights Agreement and the Company Credit Facility and obtaining the approval by the Court of the Interim Order and the Final Order. This Agreement has been duly executed and delivered by Company, and assuming the due and valid execution of this Agreement by Parent and Parent Canadian SubVitesse, constitutes a valid and binding obligation of Company enforceable against Company 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 is considered in a Proceeding in equity or at Law (collectively, “"Creditors’ ' Rights”"). The Company Board, at a meeting duly called and held, Board has by unanimous vote unanimously (i) determined that the Arrangement is and the other Transactions are in the best interests of Company and is are fair to the holders of the Company Common Shares, ; (ii) authorized and approved the entering into of this Agreement and the Arrangement, performance by Company of its obligations under this Agreement; and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to that the holders of the outstanding Company Common Shares, and (B) Shares vote in favor of the Plan of Arrangement, to the Court Arrangement (such recommendation described in this clause (iii), the “"Company Board Recommendation”"). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or or, subject to the discretion of the Court, any other security of the Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, ; (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in to the case receipt of the requisite consents and approvals required under the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this AgreementFacility), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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, ; or (iii) assuming the Consents referred to in Section 2.4 3.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; No Violations. (ai) Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Company and the consummation by Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary requisite corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution Parent and obtaining the approval by the Court of the Interim Order and the Final OrderMerger Sub. This Agreement has been duly executed and delivered by Company, and assuming the due and valid execution each of this Agreement by Parent and Parent Canadian Sub, Merger Sub and constitutes a valid and binding obligation agreement of Company each of Parent and Merger Sub, enforceable against Company each of them in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability similar laws relating to or affecting creditors’ creditors rights and to generally, by general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, principles. (ii) approved The execution and delivery of this Agreement by Parent and Merger Sub do not, and the Arrangementconsummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws of Parent or Merger Sub or (B) except as would not reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) resolved below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to recommend for approval (A) the Arrangement ResolutionParent, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock Merger Sub or any other security Subsidiary of Company Parent or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangementtheir respective properties or assets. (biii) The Except as would not reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, no material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to Parent or any Subsidiary of Parent in connection with the execution, delivery and performance of this Agreement does not, by Parent or Merger Sub or the consummation by Parent and Merger Sub of the Merger and the consummation of the Transactions will not (i) contraveneother transactions contemplated hereby, conflict with except for those required under or result in a breach or violation of any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, relation to (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with ClosingHSR Act, (B) the requirements of Parent under Section 4.22(cBlue Sky Laws, (C) the Exchange Act, (D) the DGCL with respect to the Company Senior Note Agreements, filing of the Certificate of Merger and (CE) laws, rules and regulations regulating gaming and lottery and the requirements sale and provision of Parent under Section 4.23 with respect to Derivative Transactions)liquor, each as contemplated in this Agreement)including beer and wine and (F) antitrust, noteinvestment, bond, mortgage, indenture, lease merger control or other agreementsimilar laws of other jurisdictions, permit, franchise or license including but not limited to which Company 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, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEC Merger Regulation.

Authority; No Violations. (a) Company Seller has all requisite corporate power and authority to execute execute, deliver and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunderunder this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the Transactions. The execution and delivery of this Agreement and the Ancillary Agreements to which Seller is or will be a party, the performance by Company Seller of its obligations hereunder and thereunder and the consummation by Company of the Transactions by Seller have been duly authorized by all necessary requisite action of Seller and no other corporate action proceedings on the part of Company, subject Seller are necessary to obtaining authorize the Company Requisite Shareholder Vote to approve the Arrangement Resolution execution and obtaining the approval by the Court delivery of the Interim Order and the Final Order. This Agreement has been duly executed and delivered by Company, and assuming the due and valid execution of this Agreement by Parent and Parent Canadian Sub, constitutes a valid and binding obligation of Company enforceable against Company 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 is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved Ancillary Agreements to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii)which Seller is or will be a party, the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any performance by Seller of its Subsidiaries necessary to approve obligations hereunder and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, thereunder and the consummation of the Transactions by Seller. This Agreement has been (and the execution and delivery of each Ancillary Agreement to which Seller will not be a party will be) duly executed and delivered by Seller and constitutes (and each such Ancillary Agreement, when so executed and delivered by Seller, will constitute) a valid, legal and binding agreement of Seller (assuming that this Agreement has been, and the Ancillary Agreements to which Seller is a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against Seller in accordance with their terms, except (i) contraveneto the extent that enforceability may be limited by applicable bankruptcy, conflict insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) Assuming the accuracy of the representations and warranties of Buyer set forth in Section 5.2(b), no notices to, filings with or result in a breach authorizations, consents or violation approvals of any provision Governmental Authority are necessary for the execution, delivery or performance by Seller of this Agreement or the Ancillary Agreements to which Seller is a party or the consummation by Seller of the Organizational Documents of Company Transactions, except for (assuming i) compliance with and filings under the Company Requisite Shareholder Vote is obtained) or HSR Act and any of its Subsidiariesother applicable Competition Laws, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of terminationfilings listed on Section 3.2(b) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff Seller Disclosure Schedule and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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, or (iii) assuming those the Consents referred failure of which to in Section 2.4 are duly and timely obtained obtain or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that make would not reasonably be expected to have, individually or in the aggregate, have a Company Seller Material Adverse Effect.

Authority; No Violations. (ai) Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Company and the consummation by Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary requisite corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution Parent and obtaining the approval by the Court of the Interim Order and the Final OrderMerger Sub. This Agreement has been duly executed and delivered by Company, and assuming the due and valid execution each of this Agreement by Parent and Parent Canadian Sub, Merger Sub and constitutes a valid and binding obligation agreement of Company each of Parent and Merger Sub, enforceable against Company each of them in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability similar laws relating to or affecting creditors’ creditors rights and to generally, or by general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, principles. (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each Except as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to haveimpede, individually interfere with, prevent or materially delay the transactions contemplated by this Agreement, the execution and delivery of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, result in a Violation pursuant to: (A) any provision of the certificate of incorporation or bylaws of Parent or Merger Sub or (B) subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any Subsidiary of Parent or their respective properties or assets. (iii) Except as would not reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, no material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to Parent or any Subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the aggregate, a Company Material Adverse EffectHSR Act and (B) the DGCL with respect to the filing of the Certificate of Merger.

Authority; No Violations. (a) The Company has, and each Moneda Entity will have, as of the Closing, all requisite corporate power and authority to execute and deliver the Transaction Agreements to which it is or will be a party and to consummate the Transactions. The execution, performance and delivery of this Agreement by the Company have been, and the execution, performance and delivery of the Ancillary Agreements to which each Moneda Entity is or will be a party and the consummation of the Transactions by each Moneda Entity have been, as of the Closing, duly and validly authorized by all requisite action thereof and no other corporate proceedings or shareholder action on the part of any Moneda Entity will be necessary to authorize, or approve its execution and delivery of this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, or to consummate the Transactions, other than (i) the shareholder approval required to effect the Merger and (ii) the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and publication of notice of the Merger in the Cayman Islands Government Gazette pursuant to the CICA. This Agreement has been (and the execution and delivery of each Ancillary Agreement to which a Moneda Entity will be a party will be) duly executed and delivered by each Moneda Entity, as applicable, constitutes (and each such Ancillary Agreement when so executed and delivered by the applicable Moneda Entity will constitute) a valid, legal and binding agreement of the Moneda Entities (assuming that this Agreement has been, and the Ancillary Agreements to which the Moneda Entity is a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against the respective Moneda Entity in accordance with their terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, liquidation, insolvency, fraudulent conveyance, reorganization, moratorium, preference or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) No notices to, filings with or authorizations, consents or approvals of any Governmental Authority (collectively, “Governmental Filings”) are necessary to be made by or received by the Company or such Moneda Shareholder for the execution, delivery or performance by the Company and such Moneda Shareholder of this Agreement or the Ancillary Agreements to which the Company is or will be a party or the consummation by the Company of the Transactions, except for (i) compliance with, and filings related to, the FNE Filing, (ii) filings listed on Section 3.2(b) of the Company Disclosure Schedule, (iii) the filing of the Plan of Merger by MAM II HoldCo and related documentation with the Registrar of Companies of the Cayman Islands and publication of notice of the Merger in the Cayman Islands Government Gazette pursuant to the CICA (iv) any Governmental Filings of the Company that become applicable as a result of matters specifically related to PIL or its Affiliates and (v) those the failure of which to obtain or make would not reasonably be expected to materially impair or delay Moneda Entities or such Moneda Shareholder’s ability to consummate the Transaction on a timely basis. (c) Except as set forth in Section 3.2(c) of the Company Disclosure Schedule, (i) no vote of the holders of any class or series of capital stock of the Moneda Entities is necessary to approve this Agreement, each other Ancillary Agreement to which it is or will be a party or the Pre-Closing Reorganization as applicable to each such Moneda Entity; and (ii) except for dissenter’s rights applicable to MAM II HoldCo upon the Merger, no dissenter’s rights will be applicable with respect to the Transactions. (d) Each of the Moneda Shareholders has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order Ancillary Agreements to which it is or will be a party and obtaining to consummate the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunderTransactions. The execution and delivery of this Agreement by Company the Company, and, as of the Closing, the execution and delivery of the Ancillary Agreements to which such Moneda Shareholder will be a party and the consummation by Company of the Transactions by such Moneda Shareholder will have been duly and validly authorized by all necessary requisite action of such Moneda Shareholder and no other corporate proceedings or shareholder action on the part of Companysuch Moneda Shareholder are necessary to authorize, subject to obtaining the Company Requisite Shareholder Vote to or approve the Arrangement Resolution its execution and obtaining the approval by the Court delivery of the Interim Order this Agreement and the Final OrderAncillary Agreements to which such Moneda Shareholder is a party, to perform its obligations hereunder and thereunder, or to consummate the Transactions. This Agreement has been (and the execution and delivery of each Ancillary Agreement to which such Moneda Shareholder will be a party will be) duly executed and delivered by Companysuch Moneda Shareholder and constitutes (and each such Ancillary Agreement when so executed and delivered by such Moneda Shareholder will constitute) a valid, legal and binding agreement of such Moneda Shareholder (assuming that this Agreement has been, and assuming the due Ancillary Agreements to which such Moneda Shareholder is a party will be, duly and valid execution of this Agreement validly authorized, executed and delivered by Parent and Parent Canadian Subthe other Persons party thereto), constitutes a valid and binding obligation of Company enforceable against Company such Moneda Shareholder in accordance with its their terms, subjectexcept (i) to the extent that enforceability may be limited by applicable bankruptcy, as to enforceability, to bankruptcyliquidation, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, preference or other Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights generally and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (iii) determined that the Arrangement availability of equitable remedies, including specific performance, is in the best interests of Company and is fair subject to the holders discretion of the court before which any proceeding thereof may be brought. (e) Except as set forth in Section 3.2(e) of the Company Common SharesDisclosure Schedule, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only no vote of the holders of any class or series of the Company Capital Stock or any other security capital stock of Company or any of its Subsidiaries the Moneda Shareholders is necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions)Agreement, each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license Ancillary Agreement to which Company such Moneda Shareholder is or any of its Subsidiaries is will be a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law Pre-Closing Reorganization as applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any each such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectMoneda Shareholder.

Authority; No Violations. (a) Company has As of the date on which any Purchaser Party executes this Agree- ment and as of the Closing Date, such Purchaser Party will have all requisite corporate or partnership power and authority to execute and deliver this Agreement andAgreement, to performs its obligations hereunder and to consummate the transactions contemplated hereby, subject to obtaining the approval acceptance of the Company Certificate of Merger and the Partnership Certificate of Merger by the Court Delaware Secretary of State. The Board of Directors of Parent has duly and validly approved the execution, delivery and performance of this Agreement and the consummation of the Interim Order transactions contemplated by this Agreement, including the Merger. As of the date on which Purchaser Sub and Purchaser LP execute this Agreement and as of the Closing Date, each of the Board of Directors of Purchaser Sub, Parent, as sole stockholder of Purchaser Sub, and Purchaser Sub, as general partner of Purchaser LP, will have duly and validly approved the execution, delivery and performance of this Agreement and the Final Order and obtaining consummation of the Company Requisite Shareholder Vote transactions contemplated by this Agreement, including the Mergers. No other approval of any equity holder or governing body of any Purchaser Party will be required to approve or adopt this Agreement or the Arrangement Resolutiontransactions contemplated by this Agreement. (b) As of the date on which any Purchaser Party executes this Agree- ment and as of the Closing Date, to perform its obligations hereunder. The this Agreement will have been duly and validly exe- cuted and delivered by such Purchaser Party and, assuming due authorization, execution and delivery of this Agreement by the Company and the consummation by Company of the Transactions have been duly authorized by all necessary corporate action on the part of CompanyOperating Partnership, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Order. This Agreement has been duly executed and delivered by Companywill constitute a legal, and assuming the due and valid execution of this Agreement by Parent and Parent Canadian Sub, constitutes a valid and binding obligation of Company such Purchaser Party, enforceable against Company such Purchaser Party in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to by general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (bc) The executionAs of the date on which any Purchaser Party executes this Agree- ment and as of the Closing Date, the execution and delivery and performance of this Agreement does by such Purchaser Party will not, and the consummation of the Transactions transactions contemplated hereby and the performance of their obligations hereunder will not (i) contravenenot, conflict with with, or result in a breach any violation of, or violation of any provision of the Organizational Documents of Company default (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) of or default under, the creation amendment, cancellation or acceleration of any obligation obligation, or result in the triggering of any payments or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Encumbrance Lien upon any of the properties or assets of Company such Purchaser Party or any of their Subsidiaries under, require the consent or approval of any third party or otherwise result in a detriment or default to such Purchaser Party or any of its Subsidiaries under, any provision of (i) the charter or organizational documents of such Purchaser Party or any of its Subsidiaries as amended or supple- mented, (ii) any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, or any bond, mortgage, indenture, lease lease, contract or other agreement, instrument, permit, concession, franchise or license applica- ble to such Purchaser Party or any of its Subsidiaries, or to which Company its respective properties or assets are bound or any guarantee by such Purchaser Party or any of its Subsidiaries is a party or by which it or of any of its Subsidiaries or its or their respective properties or assets are boundthe foregoing, or (iii) assuming any joint venture or other ownership arrangement or (iv) as- suming the Consents referred consents, approvals, authorizations or permits and filings or notifications re- ferred to in Section 2.4 4.3 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Ordermade, contravene, conflict with or result in a breach or violation of any Law applicable or Order applica- ble to Company or binding upon such Purchaser Party or any of their Subsidiaries, or any of its Subsidiaries or any of their respective re- spective properties or assets, other than, in the case of clauses (ii), (iii) and (iiiiv), any such contraventions, conflicts, violations, defaults, accelerationrights, losses, Liens or Encumbrances that would not reasonably be expected to havedetriments that, individually or in the aggregateag- gregate, would not constitute a Company Parent Material Adverse Effect.

Authority; No Violations. (ai) Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Company and the consummation by Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary requisite corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution Parent and obtaining the approval by the Court of the Interim Order and the Final OrderMerger Sub. This Agreement has been duly executed and delivered by Company, and assuming the due and valid execution each of this Agreement by Parent and Parent Canadian Sub, Merger Sub and constitutes a valid and binding obligation agreement of Company each of Parent and Merger Sub, enforceable against Company each of them in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability similar laws relating to or affecting creditors’ creditors rights and to generally, or by general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, principles. (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each Except as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to haveimpede, individually interfere with, prevent or materially delay the transactions contemplated by this Agreement, the execution and delivery of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, result in a Violation pursuant to: (A) any provision of the certificate of incorporation or bylaws of Parent or Merger Sub or (B) subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any Subsidiary of Parent or their respective properties or assets. (iii) Except as would not reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, no material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to Parent or any Subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except for those required under or in relation to the aggregate, a Company Material Adverse EffectDGCL with respect to the filing of the Certificate of Merger.

Authority; No Violations. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby, subject to receipt of the Company Stockholder Approval and the acceptance of the Company Certificate of Merger by the Dela-ware Secretary of State. The execution Operating Partnership has all requisite partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject to the acceptance of the Partnership Certificate of Merger by the Delaware Secretary of State. The Board of Directors of the Company (the “Company Board of Directors”) and the Company, as general partner of the Operating Partnership, have duly and validly authorized and approved the execution, delivery and performance of this Agreement by the Company and the Operating Partnership, respectively, and the consummation by Company of the Transactions have been duly authorized transactions contemplated by all necessary this Agreement, including the Mergers, and the Company Board of Directors has declared advisable the Merger and the other transactions contemplated by this Agreement and has directed that this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted for approval and adoption at a special meeting of the holders of Company Common Shares (the “Company Stockholder Meeting”). No other corporate action proceedings on the part of Company, subject to obtaining the Company Requisite Shareholder Vote or the Operating Partnership are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement other than the receipt of the Company Stockholder Approval. No other approval of any equity holder or governing body of the Company or of the Operating Partnership is required to approve or adopt this Agreement or the Arrangement Resolution and obtaining the approval transactions contemplated by the Court of the Interim Order and the Final Order. this Agreement. (b) This Agreement has been duly and validly executed and delivered by Companythe Company and the Operating Partnership and, subject to receipt of the Company Stockholder Approval and assuming the due authorization, execution and valid execution of this Agreement delivery by Parent and Parent Canadian Subeach Purchaser Party, constitutes a legal, valid and binding obligation of the Company and the Operating Partnership, enforceable against the Company and the Operating Partnership in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to by general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law law). (collectively, “Creditors’ Rights”). The Company Board, at c) Subject to receipt of the affirmative vote of a meeting duly called and held, has majority of the votes entitled to be cast by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of Company Common Shares at the Company Common Shares, Stock- holder Meeting (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding “Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iiiStockholder Approval”), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve execution and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does by the Company and the Operating Partnership do not, and the consummation consum- mation of the Transactions transactions contemplated hereby and the performance of their obligations hereunder will not (i) contravenenot, conflict with with, or result in a breach any violation of, or violation of any provision of the Organizational Documents of Company default (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) of or default under, the creation amendment, cancellation or acceleration of any obligation obligation, or result in the triggering of any payments or the loss of a benefit under, or give rise to a right of purchase under, result in the creation crea- tion of any Encumbrance Lien upon any of the properties or assets of the Company or any of its the Com- pany Subsidiaries under, require the consent or approval of any third party or otherwise result in a detriment or default to the Company or any of the Company Subsidiaries un- der, any provision of (i) the Company Charter or the Company Bylaws or any provision of the comparable charter or organizational documents of any of the Company Subsidiar- ies, (ii) any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, or any bond, mortgage, indenture, lease lease, contract or other agreement, instrument, permit, concession, franchise or license applica- ble to which the Company or any of its Subsidiaries is a party the Company Subsidiaries, or by to which it or any of its Subsidiaries or its or their respective properties or assets are boundbound or any guarantee by the Company or any of the Company Subsidiaries of any of the foregoing, or (iii) any joint venture or other ownership arrange- ment or (iv) assuming the Consents consents, approvals, authorizations or permits and filings or notifications referred to in Section 2.4 3.5 are duly and timely obtained or made and the Company Requisite Shareholder Vote Stockholder Approval has been obtained and the Court has granted the Interim Order and the Final Orderobtained, contravene, conflict with or result in a breach or violation of any Law or Order applicable to or binding upon the Company or any of its Subsidiaries the Company Subsidiaries, or any of their respective respec- tive properties or assets, other than, in the case of clauses (ii), (iii) and (iiiiv), any such contraventions, conflictscon- flicts, violations, defaults, accelerationrights, losses, Liens or Encumbrances that would not reasonably be expected to havedetriments that, individually or in the aggregateaggre- gate, a Company Material Adverse Effect(A) would not prevent or materially delay consummation of the Merger or the other transactions contemplated by this Agreement or (B) are not material.

Authority; No Violations. (a) Company NCIC and NSP each has all requisite corporate power and authority to execute and deliver enter into this Agreement andand to consummate the transactions contemplated hereby (including the NCIC Charter Amendment), subject to obtaining the approval receipt of the affirmative vote of a majority of all the votes entitled to be cast by the Court holders of NCIC Common Shares at the Stockholder Meeting in favor of this Agreement, the Mergers, the NCIC Charter Amendment and all matters ancillary thereto (the "Stockholder Approval"); the filing of Articles of Merger pursuant to the MGCL and acceptance thereof by the Maryland Department; the filing of the Interim Order Partnership Certificate of Merger pursuant to the DRULPA and the Final Order LLC Act and obtaining the Company Requisite Shareholder Vote to approve acceptance thereof by the Arrangement ResolutionDelaware Secretary of State; and the filing of the NCIC Charter Amendment and the acceptance thereof by the Maryland Department. Each of the NCIC Board of Directors and NCIC, to perform its obligations hereunder. The as general partner of NSP, has approved the execution and delivery of this Agreement by Company and the consummation transactions contemplated by Company this Agreement, including the Mergers and the NCIC Charter Amendment, and the NCIC Board of Directors has declared advisable the Merger and has directed that this Agreement and the transactions contemplated by this Agreement, including the Merger and the NCIC Charter Amendment, be submitted for approval by written consent of the Transactions have been duly authorized by all necessary corporate action on the part holders of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court NCIC Common Shares or at a special meeting of the Interim Order and holders of NCIC Common Shares (the Final Order. "Stockholder Meeting"). (b) This Agreement has been duly executed and delivered by CompanyNCIC and NSP and, subject to receipt of the Stockholder Approval and assuming the due authorization, execution and valid execution of this Agreement delivery by Parent and Parent Canadian Subeach other party hereto, constitutes a legal, valid and binding obligation of Company NCIC and NSP, enforceable against Company NCIC and NSP in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to by general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; No Violations. (ai) Company Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement and the consummation by Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate and shareholder action on the part of Merger Sub. This Agreement has been duly and validly executed and delivered by Merger Sub and constitutes a valid and binding agreement of Merger Sub, enforceable against it in accordance with its terms. (ii) The execution and delivery of this Agreement by Company Merger Sub do not or will not, as the case may be, and the performance of this Agreement and the consummation by Company Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order Merger and the Final Order. This Agreement has been duly executed and delivered by Companyother transactions contemplated hereby will not, and assuming the due and valid execution of this Agreement by Parent and Parent Canadian Sub, constitutes a valid and binding obligation of Company enforceable against Company 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 is considered result in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval Violation pursuant to: (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents articles of Company (assuming the Company Requisite Shareholder Vote is obtained) incorporation or any by-laws of its Subsidiaries, (ii) with Merger Sub or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each except as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any Contract, Laws or Orders applicable to Merger Sub or its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Merger Sub in connection with the execution and delivery of this Agreement by Merger Sub or the consummation of the Merger and the other transactions contemplated hereby, except for the Parent Required Consents, the filing of the Agreement of Merger pursuant to the CCC and DGCL and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Authority; No Violations. (a) Company has all requisite Each of Parent and Buyer have full corporate power and authority to execute and deliver this Agreement and, subject and to obtaining consummate the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereundertransactions contemplated hereby. The execution and delivery of this Agreement and the Ancillary Agreements by Company Parent and Buyer and the consummation by Company Parent and Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on the part of Company, subject to obtaining each of Parent and Buyer and no other authorization or consent from the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court board of the Interim Order and the Final Orderdirectors or shareholders of Buyer or Parent is necessary. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by CompanyParent and Buyer and, and assuming the due authorization, execution and valid execution of this Agreement delivery by Parent and Parent Canadian Subthe Seller, constitutes a constitute valid and binding obligation obligations of Company Parent and Buyer, enforceable against Company Parent and Buyer in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws the effect of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The executionExcept as set forth on Schedule 4.03(b) hereto, neither the execution and delivery and performance of this Agreement does not, and the Ancillary Agreements by each of Parent and Buyer, nor the consummation by either Parent or Buyer, as the case may be, of the Transactions transactions contemplated hereby and thereby, nor compliance by either Parent or Buyer with any of the terms or provisions hereof or thereof, will not (i) contraveneviolate, conflict with or result in a breach or violation of any provision of the Organizational Documents Certificate of Company (assuming Incorporation or Bylaws of Parent, or Buyer, as the Company Requisite Shareholder Vote is obtained) case may be, or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, to the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements knowledge of Parent under Section 4.22(c) with respect to the Company Senior Note Agreementsand Buyer, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions)violate any statute, each as contemplated in this Agreement)code, noteordinance, bondrule, mortgageregulations, indenturejudgment, lease order, writ, decree or other agreement, permit, franchise or license to which Company 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, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law injunction applicable to Company Parent or any of its Subsidiaries Buyer or any of their respective properties or assets, other thanor (iii) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the case termination of clauses (ii) and (iii)or a right of termination or cancellation under, any such contraventions, conflicts, violations, defaults, acceleration, lossesaccelerate the performance required by, or Encumbrances that result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, material agreement or other instrument or obligation to which Parent or Buyer is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such violation, conflict or breach would not reasonably be expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect.

Authority; No Violations. (a) Company Each of Parent and Buyer has all the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order Ancillary Agreements and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunderand consummate the transactions contemplated in this Agreement and the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements by Company Parent and Buyer and the consummation by Company Parent and Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on the part of Company, subject to obtaining each of Parent and Buyer and no other authorization or consent from the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court board of the Interim Order and the Final Orderdirectors or shareholders of Buyer or Parent is necessary. This Agreement has been been, and as of the Closing Date each of the Ancillary Agreements will be, duly and validly executed and delivered by CompanyParent and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and assuming on the due and valid execution Closing Date each of this Agreement by Parent and Parent Canadian Subthe Ancillary Agreements will constitute, constitutes a valid and binding obligation obligations of Company Parent and Buyer, enforceable against Company Parent and Buyer in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws the effect of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The executionExcept as set forth on Schedule 4.04(b), the execution and delivery and performance of this Agreement and the Ancillary Agreements by Parent and Buyer does not, and the consummation performance of this Agreement and the Transactions Ancillary Agreements by Parent and Buyer will not (i) contraveneconflict with or violate the certificate of incorporation or bylaws of Parent or Buyer, as the case may be, or (ii) to the knowledge of Parent, conflict with or result in a breach violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, license or violation of any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law injunction applicable to Company Parent or any of its Subsidiaries Buyer or any of their respective properties or assets, or (iii) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other thanencumbrance upon any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a party, except in the case of clauses (ii) and (iii)) where such violation, any such contraventions, conflicts, violations, defaults, acceleration, losses, conflict or Encumbrances that breach would not reasonably be expected (A) to have, individually or in the aggregate, have a Company Parent Material Adverse EffectEffect or (B) otherwise adversely affect Parent’s or Buyer’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

Authority; No Violations. (a) Company has all requisite Each of NUI, NUI Telecom and Buyer have full corporate power and authority to execute and deliver this Agreement and, subject and to obtaining consummate the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereundertransactions contemplated hereby. The execution and delivery of this Agreement by Company NUI, NUI Telecom and Buyer and the consummation by Company NUI, NUI Telecom and Buyer of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate action on the part of Companyeach of NUI, subject to obtaining NUI Telecom and Buyer. No corporate proceedings on the Company Requisite Shareholder Vote part of NUI, NUI Telecom or Buyer are necessary to approve this Agreement and to consummate the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Ordertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by CompanyNUI, NUI Telecom and Buyer and (assuming the due authorization, execution and valid execution of this Agreement delivery by Parent and Parent Canadian Sub, the Seller) constitutes a valid and binding obligation of Company NUI, NUI Telecom and Buyer, enforceable against Company NUI, NUI Telecom and Buyer in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws the effect of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, Neither the execution and delivery and performance of this Agreement does notby each of NUI, NUI Telecom and Buyer, nor the consummation by NUI, NUI Telecom or Buyer, as the case may be, of the Transactions transactions contemplated hereby, nor compliance by either NUI, NUI Telecom or Buyer with any of the terms or provisions hereof, will not (i) contraveneviolate, conflict with or result in a breach or violation of any provision of the Organizational Documents Certificate of Company (assuming the Company Requisite Shareholder Vote is obtained) Incorporation or any Bylaws of its Subsidiaries, (ii) with NUI or without notice, lapse NUI Telecom or Certificate of time Formation or both, result in a breach or violation of, a termination (or right Operating Agreement of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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 boundBuyer, or (iiiii)(x) assuming the Consents referred to in Section 2.4 are duly and timely obtained violate any statute, code, ordinance, rule, regulations, judgment, order, writ, decree or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law injunction applicable to Company the NUI, NUI Telecom or any of its Subsidiaries Buyer or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other thanencumbrance upon any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which NUI, NUI Telecom or Buyer is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clauses clause (iiy) and (iii), any above) for such contraventionsviolations, conflicts, violationsbreaches or defaults which, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to have, either individually or in the aggregate, will not have a Company Material Adverse EffectEffect on NUI or NUI Telecom.

Authority; No Violations. (a) Company Diamond has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby, subject to receipt of the Diamond Stockholder Approval. The execution Diamond Board of Directors has duly and validly authorized and approved the execution, delivery and performance of this Agreement by Company Diamond and the consummation by Company of the Transactions Merger and the other transactions contemplated by this Agreement, and Diamond Board of Directors has (i) determined that the Merger, upon the terms and subject to the conditions set forth in this Agreement, is advisable, fair to, and in the best interests of, holders of the Diamond Common Stock, (ii) recommended the adoption of this Agreement by the stockholders of Diamond at a special meeting of the holders of Diamond Common Stock (the "Diamond Stockholder Meeting") subject to the terms and conditions set forth in this Agreement, and (iii) approved the Merger and this Agreement and the transactions contemplated hereby for purposes of Section 203 of the DGCL. Such resolutions have not been duly authorized subsequently rescinded, modified or amended in any way adverse to Ruby, except as contemplated by all necessary this Agreement. No other corporate action proceedings on the part of Company, subject Diamond are necessary to obtaining authorize this Agreement or to consummate the Company Requisite Shareholder Vote to approve Merger other than the Arrangement Resolution and obtaining the approval by the Court receipt of the Interim Order and the Final Order. Diamond Stockholder Approval. (b) This Agreement has been duly and validly executed and delivered by CompanyDiamond, and assuming due authorization, execution and delivery by the due and valid execution of this Agreement by Parent and Parent Canadian Subother parties thereto, constitutes a legal, valid and binding obligation of Company Diamond, enforceable against Company Diamond in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to by general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote . (i) determined that Subject to receipt of the Arrangement is in affirmative vote of a majority of the best interests of Company and is fair votes entitled to be cast by the holders of Diamond Common Stock at the Company Common Shares, Diamond Stockholder Meeting (iithe "Diamond Stockholder Approval") approved this Agreement and the Arrangement, and (iii) resolved with respect to recommend for approval (A) the Arrangement Resolution, to the holders consummation of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii)Merger, the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve execution and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does by Diamond do not, and the performance and consummation by Diamond of its obligations hereunder and under the Transactions transactions contemplated hereby, will not (i) contravenenot, conflict with with, violate or result in a breach or any violation of any provision of the Organizational Documents of Company or default (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) of or default under, the creation amendment, cancellation, vesting or acceleration of any obligation obligation, or result in the triggering of any payments or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Encumbrance Lien upon any of the properties or assets of Company Diamond or any Diamond Subsidiary under, or require the consent or approval of its Subsidiaries or notice to any third party under, any provision of (1) the Diamond Certificate of Incorporation or the Diamond Bylaws or any loan provision of the charter, bylaws or credit agreement (subject toother organizational documents of any of the Key Diamond Subsidiaries, (A2) in the case any provision of the Company Credit Facilitiescharter, bylaws or other organizational documents of any of the payoff and termination thereof prior to or substantially concurrently with ClosingDiamond Subsidiaries that are not Key Diamond Subsidiaries, (B3) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license any Contract to which Company Diamond or any of its Subsidiaries Diamond Subsidiary is a party or by which it or any of its Subsidiaries or its them or their respective properties or assets are bound, bound or (iii4) assuming the Governmental Consents and Filings referred to in Section 2.4 3.5 are duly and timely obtained or made and the Company Requisite Shareholder Vote Diamond Stockholder Approval has been obtained and the Court has granted the Interim Order and the Final Orderobtained, contravene, conflict with or result in a breach or violation of any Law or Order applicable to Company or any of its Subsidiaries or any of their respective properties or assetsbinding upon Diamond, other than, in the case of any of the foregoing clauses (ii2), (3) and (iii4), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Company Diamond Material Adverse Effect. (d) The Diamond Stockholder Approval is the only vote of Diamond's stockholders required to approve and adopt the Agreement.

Authority; No Violations. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby, subject to receipt of the Company Stockholder Approval and the acceptance of the Company Certificate of Merger by the Delaware Secretary of State in connection with the consummation of the Merger. The execution Operating Partnership has all requisite partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject to the acceptance of the Partnership Certificate of Merger by the Delaware Secretary of State. The Board of Directors of the Company (the “Company Board of Directors”) and the Company, as general partner of the Operating Partnership, have duly and validly authorized and approved the execution, delivery and performance of this Agreement by the Company and the Operating Partnership, respectively, and the consummation by Company of the Transactions have been duly authorized transactions contemplated by all necessary this Agreement, including the Offer and the Mergers, and the Company Board of Directors has (i) determined that the Offer is fair and in the best interests of the holders of Company Common Shares and recommends that such holders accept the Offer and tender their shares into the Offer and (ii) declared advisable the Offer and the Merger and the other transactions contemplated by this Agreement and has directed that this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted for approval and adoption at a special meeting of the holders of Company Common Shares (the “Company Stockholder Meeting”). The Company, in its capacity as general partner of the Operating Partnership, has determined that the Partnership Merger and the transactions contemplated by this Agreement comply with the terms of the limited partnership agreement of the Operating Partnership and applicable Law, including the DRULPA. No other corporate action proceedings on the part of Company, subject to obtaining the Company Requisite Shareholder Vote or the Operating Partnership are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement other than the receipt of the Company Stockholder Approval. No other approval of any equity holder or governing body of the Company or of the Operating Partnership is required to approve or adopt this Agreement or the Arrangement Resolution and obtaining the approval transactions contemplated by the Court this Agreement, including consummation of the Interim Order and the Final Order. Offer. (b) This Agreement has been duly and validly executed and delivered by Companythe Company and the Operating Partnership and, subject to receipt of the Company Stockholder Approval in connection with the consummation of the Merger and assuming the due authorization, execution and valid execution of this Agreement delivery by Parent and Parent Canadian Subeach Purchaser Party, constitutes a legal, valid and binding obligation of the Company and the Operating Partnership, enforceable against the Company and the Operating Partnership in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to by general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law law). (collectively, “Creditors’ Rights”). The Company Board, at c) Subject to receipt of the affirmative vote of a meeting duly called and held, has majority of the votes entitled to be cast by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of Company Common Shares at the Company Common Shares, Stockholder Meeting (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board RecommendationStockholder Approval”). The Company Requisite Shareholder Vote is the only vote ) with respect to consummation of the holders of any class or series of Merger, the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve execution and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does by the Company and the Operating Partnership do not, and the consummation of the Transactions transactions contemplated hereby, including the Offer and the Mergers, and the performance by the Company and the Operating Partnership of their obligations hereunder will not (i) contravenenot, conflict with with, or result in a breach any violation of, or violation of any provision of the Organizational Documents of Company default (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) of or default under, the creation amendment, cancellation or acceleration of any obligation obligation, or result in the triggering of any payments or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Encumbrance Lien upon any of the properties or assets of the Company or any of its the Company Subsidiaries under, require the consent or approval of any third party or otherwise result in a detriment or default to the Company or any of the Company Subsidiaries under, any provision of (i) the Company Charter or the Company Bylaws or any provision of the comparable charter or organizational documents of any of the Company Subsidiaries, (ii) any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, or any bond, mortgage, indenture, lease lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to which the Company or any of its Subsidiaries is a party the Company Subsidiaries, or by to which it or any of its Subsidiaries or its or their respective properties or assets are boundbound or any guarantee by the Company or any of the Company Subsidiaries of any of the foregoing, or (iii) any joint venture or other ownership arrangement or (iv) assuming the Consents consents, approvals, authorizations or permits and filings or notifications referred to in Section 2.4 3.5 are duly and timely obtained or made and and, in connection with consummation of the Merger, the Company Requisite Shareholder Vote Stockholder Approval has been obtained and the Court has granted the Interim Order and the Final Orderobtained, contravene, conflict with or result in a breach or violation of any Law or Order applicable to or binding upon the Company or any of its Subsidiaries the Company Subsidiaries, or any of their respective properties or assets, other than, in the case of clauses (ii), (iii) and (iiiiv), any such contraventions, conflicts, violations, defaults, accelerationrights, losses, Liens or Encumbrances that would not reasonably be expected to havedetriments that, individually or in the aggregate, a Company Material Adverse Effect(A) would not prevent or materially delay consummation of the Merger or the other transactions contemplated by this Agreement or (B) are not material.

Authority; No Violations. (ai) Company Such Seller has all requisite corporate power and authority to execute and deliver this Agreement andand each Seller Deliverable to which it is a party, subject and to obtaining consummate the approval by the Court of the Interim Order Transactions and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunderunder this Agreement and the Seller Deliverables to which it is a party. The execution and delivery of this Agreement by Company such Seller, any Seller Deliverable to which it is a party, and the consummation by Company such Seller of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Orderaction. This Agreement has and each Seller Deliverable to which such Seller is a party have been or will be duly executed and delivered by Companysuch Seller, and and, assuming the due and valid execution of this Agreement by Parent constitutes the valid and Parent Canadian Subbinding obligation of Buyer, constitutes a valid and binding obligation of Company such Seller, enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ rights and to general principles of equity equity, regardless of whether such enforceability is considered in a Proceeding proceeding at law or in equity or at Law equity. (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (iii) determined that the Arrangement is in the best interests of Company and is fair to the holders Except as set forth on Schedule 3.2(s)(ii) of the Company Common SharesDisclosure Schedule, (ii) approved the execution and delivery of this Agreement and the Arrangement, each Seller Deliverable to which such Seller is a party does not and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does will not, and the consummation of the Transactions will not (i) contravenenot, conflict with or result in a breach any violation of, or violation of any provision of the Organizational Documents of Company default (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, notice or lapse of time time, or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any material obligation or the loss loss, suspension, limitation or impairment of a material benefit under, or result in (or give rise to) the creation of any Encumbrance upon (other than Permitted Encumbrances) or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of Company or any of its Subsidiaries under, such Seller under any provision of (A) the organizational documents of such Seller; (B) any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, indenture, lease or other contract or agreement, permit, franchise or license to which Company or any of its Subsidiaries such Seller is a party or by which it such Seller or its properties or assets are bound or (C) any Law applicable to such Seller or any of its Subsidiaries or its or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, losses or Encumbrances that are set forth on Schedule 3.1(b)(ii) of the Seller Disclosure Schedule or that would not be reasonably be expected to haveto, individually or in the aggregate, have a Company Seller Material Adverse Effect. (iii) Except as set forth on Schedule 3.1(b)(iii) of the Seller Disclosure Schedule, no vote or consent of the holders of the equity interests of such Seller that has not been taken or obtained is necessary to approve this Agreement or the Transactions.

Authority; No Violations. (a) Company Vitesse has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order Order, and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionVitesse Stockholder Approval, to perform its obligations hereunder. The execution and delivery of this Agreement by Company Vitesse and the consummation by Company Vitesse of the Transactions have been duly authorized by all necessary corporate action on the part of Companyeach of Vitesse (subject to obtaining Vitesse Stockholder Approval), subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Order. This Agreement has been duly executed and delivered by Company, Vitesse and assuming the due and valid execution of this Agreement by Parent and Parent Canadian SubCompany, constitutes a valid and binding obligation of Company Vitesse enforceable against Company Vitesse in accordance with its terms, subject, as to enforceability, 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 is considered in a Proceeding in equity or at Law (collectively, “Creditors’ ' Rights”). The Company Vitesse Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement Arrangement, including the Stock Issuance, is in the best interests of Company Vitesse and is fair to the holders of the Company Vitesse Common Shares, Stock; (ii) approved and declared advisable this Agreement and the ArrangementTransactions, including the Stock Issuance; and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to that the holders of Vitesse Common Stock approve the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court Vitesse Resolution (such recommendation described in this clause (iii), the “Company "Vitesse Board Recommendation”"). The Company Requisite Shareholder Vote Vitesse Stockholder Approval is the only vote of the holders of any class or series of the Company Vitesse Capital Stock or any other security of Company Vitesse or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the ArrangementStock Issuance. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents of Company Vitesse (assuming the Company Requisite Shareholder Vote that Vitesse Stockholder Approval is obtained) or any of its Subsidiaries, ; (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company Vitesse or any of its Subsidiaries under, any provision of any material loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company Vitesse or any of its Subsidiaries is a party or by which it Vitesse or any of its Subsidiaries or its or their respective properties or assets are bound, ; or (iii) assuming the Consents referred to in Section 2.4 4.4 are duly and timely obtained or made and made, the Company Requisite Shareholder Vote Vitesse Stockholder Approval has been obtained and the Court has granted approved the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company Vitesse or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) and clause (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, losses or Encumbrances that would not reasonably be expected to have, individually or in the aggregate, a Company Vitesse Material Adverse Effect.

Authority; No Violations. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and, subject to obtaining the approval by the Court receipt of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionStockholder Approval, to perform its obligations hereunderconsummate the Transactions. The execution and delivery of this Agreement by and the Ancillary Agreements to which the Company is or will be a party and the consummation by Company of the Transactions by the Company have been duly authorized by all necessary corporate requisite action on of the part of Company, Company subject to obtaining the receipt of the affirmative vote or consent of the holders of a majority of the issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class, approving the Merger and adopting this Agreement in accordance with the DGCL and the certificate of incorporation and by-laws of the Company Requisite Shareholder Vote to approve (the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Order“Company Stockholder Approval”). This Agreement has been (and the execution and delivery of each Ancillary Agreement to which the Company will be a party will be) duly executed and delivered by Companythe Company and constitutes (and each such Ancillary Agreement when so executed and delivered by the Company will constitute) a valid, legal and binding agreement of the Company (assuming that this Agreement has been, and assuming the due Ancillary Agreements to which the Company is a party will be, duly and valid execution of this Agreement validly authorized, executed and delivered by Parent and Parent Canadian Subthe other Persons party thereto), constitutes a valid and binding obligation of Company enforceable against the Company in accordance with its their terms, subject, as except (i) to enforceability, to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights generally and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and that the Arrangementavailability of equitable remedies, and (iii) resolved to recommend for approval (A) the Arrangement Resolutionincluding specific performance, is subject to the holders discretion of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of court before which any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangementproceeding thereof may be brought. (b) The Assuming the accuracy of the representations and warranties of Buyer, Merger Sub and Merger Sub 2 set forth in Section 4.2(b), no notices to, filings with or authorizations, consents or approvals of any Governmental Authority are necessary to be made by or received by the Company for the execution, delivery and or performance by the Company of this Agreement does not, and or the Ancillary Agreements to which the Company is or will be a party or the consummation by the Company of the Transactions will not Transactions, except for (i) contravene, conflict compliance with or result in a breach or violation of and filings under the HSR Act and any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiariesother applicable Competition Laws, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of terminationfilings listed on Section 3.2(b) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff Disclosure Schedule and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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, or (iii) assuming those the Consents referred failure of which to in Section 2.4 are duly and timely obtained obtain or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that make would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The board of directors of the Company has duly adopted resolutions (i) approving the execution, delivery and performance by the Company of this Agreement and each other Ancillary Agreement to which it is or will be a party, (ii) determining that entering into this Agreement and such other Ancillary Agreements is fair to, and in the best interests of, the Company and its Shareholders, (iii) declaring this Agreement and such other Ancillary Agreements advisable and (iv) recommending that the Company’s Shareholders adopt this Agreement.

Authority; No Violations. (a) Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Company and the consummation by Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary requisite corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution Parent and obtaining the approval by the Court of the Interim Order and the Final OrderMerger Sub. This Agreement has been duly executed and delivered by Company, and assuming the due and valid execution each of this Agreement by Parent and Parent Canadian Sub, Merger Sub and constitutes a valid and binding obligation agreement of Company each of Parent and Merger Sub, enforceable against Company each of them in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability similar laws relating to or affecting creditors’ creditors rights and to generally, or by general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangementprinciples. (b) The executionExcept for the consent which Parent is required to obtain from Wachovia Bank, N.A. in accordance with the terms and conditions of the current Lending Facility by and between Parent and Wachovia Bank, N.A. or as would not impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, the execution and delivery and performance of this Agreement does by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Transactions Merger and the other transactions contemplated hereby will not not, result in a Violation pursuant to: (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents certificate of Company (assuming the Company Requisite Shareholder Vote is obtained) incorporation or any bylaws of its Subsidiaries, Parent or Merger Sub or (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)agreement, note, mortgage, bond, mortgage, indenture, lease lease, benefit plan or other agreement, obligation, instrument, permit, franchise concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or license regulation applicable to which Company Parent or any Subsidiary of its Subsidiaries is a party Parent or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in Section 4.3(c). (c) Except as would not impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, no material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to Parent or any Subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the Merger and the other thantransactions contemplated hereby, except for those required under or in relation to (i) the case of clauses HSR Act, (ii) applicable foreign antitrust laws, (iii) the Blue Sky Laws, (iv) the Exchange Act, (v) the DGCL with respect to the filing of the Certificate of Merger and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to have, individually or in vi) the aggregate, a Company Material Adverse EffectSecurities Act of 1933.

Authority; No Violations. (a) Company Diamond has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby, subject to receipt of the Diamond Stockholder Approval. The execution Diamond Board of Directors has duly and validly authorized and approved the execution, delivery and performance of this Agreement by Company Diamond and the consummation by Company of the Transactions Merger and the other transactions contemplated by this Agreement, and Diamond Board of Directors has (i) determined that the Merger, upon the terms and subject to the conditions set forth in this Agreement, is advisable, fair to, and in the best interests of, holders of the Diamond Common Stock, (ii) recommended the adoption of this Agreement by the stockholders of Diamond at a special meeting of the holders of Diamond Common Stock (the “Diamond Stockholder Meeting”) subject to the terms and conditions set forth in this Agreement, and (iii) approved the Merger and this Agreement and the transactions contemplated hereby for purposes of Section 203 of the DGCL. Such resolutions have not been duly authorized subsequently rescinded, modified or amended in any way adverse to Ruby, except as contemplated by all necessary this Agreement. No other corporate action proceedings on the part of Company, subject Diamond are necessary to obtaining authorize this Agreement or to consummate the Company Requisite Shareholder Vote to approve Merger other than the Arrangement Resolution and obtaining the approval by the Court receipt of the Interim Order and the Final Order. Diamond Stockholder Approval. (b) This Agreement has been duly and validly executed and delivered by CompanyDiamond, and assuming due authorization, execution and delivery by the due and valid execution of this Agreement by Parent and Parent Canadian Subother parties thereto, constitutes a legal, valid and binding obligation of Company Diamond, enforceable against Company Diamond in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to by general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote . (i) determined that Subject to receipt of the Arrangement is in affirmative vote of a majority of the best interests of Company and is fair votes entitled to be cast by the holders of Diamond Common Stock at the Company Common Shares, Diamond Stockholder Meeting (iithe “Diamond Stockholder Approval”) approved this Agreement and the Arrangement, and (iii) resolved with respect to recommend for approval (A) the Arrangement Resolution, to the holders consummation of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii)Merger, the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve execution and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does by Diamond do not, and the performance and consummation by Diamond of its obligations hereunder and under the Transactions transactions contemplated hereby, will not (i) contravenenot, conflict with with, violate or result in a breach or any violation of any provision of the Organizational Documents of Company or default (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) of or default under, the creation amendment, cancellation, vesting or acceleration of any obligation obligation, or result in the triggering of any payments or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Encumbrance Lien upon any of the properties or assets of Company Diamond or any Diamond Subsidiary under, or require the consent or approval of its Subsidiaries or notice to any third party under, any provision of (1) the Diamond Certificate of Incorporation or the Diamond Bylaws or any loan provision of the charter, bylaws or credit agreement (subject toother organizational documents of any of the Key Diamond Subsidiaries, (A2) in the case any provision of the Company Credit Facilitiescharter, bylaws or other organizational documents of any of the payoff and termination thereof prior to or substantially concurrently with ClosingDiamond Subsidiaries that are not Key Diamond Subsidiaries, (B3) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license any Contract to which Company Diamond or any of its Subsidiaries Diamond Subsidiary is a party or by which it or any of its Subsidiaries or its them or their respective properties or assets are bound, bound or (iii4) assuming the Governmental Consents and Filings referred to in Section 2.4 3.5 are duly and timely obtained or made and the Company Requisite Shareholder Vote Diamond Stockholder Approval has been obtained and the Court has granted the Interim Order and the Final Orderobtained, contravene, conflict with or result in a breach or violation of any Law or Order applicable to Company or any of its Subsidiaries or any of their respective properties or assetsbinding upon Diamond, other than, in the case of any of the foregoing clauses (ii2), (3) and (iii4), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Company Diamond Material Adverse Effect. (d) The Diamond Stockholder Approval is the only vote of Diamond’s stockholders required to approve and adopt the Agreement.

Authority; No Violations. (ai) Company Each of Parent, OpCo and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by of (A) the Court issuance of Parent Common Stock in the Merger and (B) the election of the Interim Order and Company Director in accordance with Section 5.15, each by a majority of the Final Order and obtaining votes cast at a duly called meeting of the Company Requisite shareholders of Parent (the “Parent Shareholder Vote to approve Meeting”) at which a quorum is present (the Arrangement Resolution“Parent Shareholder Approval”), to perform its obligations hereunderconsummate the Transactions. The execution and delivery of this Agreement by Company Parent, OpCo and Merger Sub and the consummation by Company Parent, Opco and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Companyeach of Parent and Merger Sub, subject subject, with respect to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court consummation of the Interim Order and Transactions, to the Final OrderParent Shareholder Approval. This Agreement has been duly executed and delivered by Companyeach of Parent, OpCo and Merger Sub, and, assuming the due and valid execution of this Agreement by Parent constitutes the valid and Parent Canadian Subbinding obligation of the Company, constitutes a valid and binding obligation of Company each of Parent, OpCo and Merger Sub enforceable against Company 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 is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Creditor’s Rights”). The Company Board, at a meeting duly called and held, Parent Board has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) unanimously resolved to recommend for approval (A) that the Arrangement Resolution, to the holders shareholders of Parent vote in favor of the outstanding Company issuance of Parent Common Shares, and Stock in the Merger (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Parent Board Recommendation”). The Company Requisite Shareholder Vote is the only vote Board of the holders Directors of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve OpCo has approved and adopt declared advisable this Agreement and the Transactions, including the ArrangementMerger. (bii) The execution, execution and delivery and performance of this Agreement does not, and the consummation of the Transactions will not not, result in any violation of, or default (i) contravene, conflict with or result in a breach without notice or violation lapse of time, or both) under, or acceleration of any provision material obligation or the loss, suspension, limitation or impairment of the Organizational Documents a material benefit under (or right of Company (assuming the Company Requisite Shareholder Vote is obtained) Parent or any of its SubsidiariesSubsidiaries to own or use any assets or properties required for the conduct of their respective businesses, (ii) with including any of the Oil and Gas Properties owned or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit underheld by them), or result in (or give rise to) the creation of any Encumbrance upon or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of Company Parent or any of its Subsidiaries under(including, for the avoidance of doubt, any of their Oil and Gas Properties) under any provision of (A) the Parent Memorandum of Association, Parent Bye-laws or similar organization documents of Parent, OpCo, Merger Sub or any of their respective Subsidiaries; (B) any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)Contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, indenturelease (including, lease for the avoidance of doubt, any Oil and Gas Lease) or other agreementContract (including, for the avoidance of doubt, any Oil and Gas Contract), permit, franchise or license to which Company Parent or any of its Subsidiaries is a party or by which it Parent, OpCo or Merger Sub or any of its their respective Subsidiaries or its or their respective properties or assets are bound, including any documents pertaining to the Parent Revolving Credit Facility or the Parent Notes; or (iiiC) assuming the Consents referred to in Section 2.4 3.2(c) are duly and timely obtained or made and the Company Requisite Parent Shareholder Vote Approval has been obtained and the Court has granted the Interim Order and the Final Orderobtained, contravene, conflict with or result in a breach or violation of any Law applicable to Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, losses or Encumbrances that are set forth on Schedule 3.2(b)(ii) of the Parent Disclosure Schedule or that would not be reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. (iii) Other than the Parent Shareholder Approval, no vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement, the Merger or the other Transactions.

Authority; No Violations. (ai) Company Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement and the consummation by Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate and stockholder action on the part of Merger Sub. This Agreement has been duly and validly executed and delivered by Merger Sub and constitutes a valid and binding agreement of Merger Sub, enforceable against it in accordance with its terms. (ii) The execution and delivery of this Agreement by Company Merger Sub do not or will not, as the case may be, and the performance of this Agreement and the consummation by Company Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order Merger and the Final Order. This Agreement has been duly executed and delivered by Companyother transactions contemplated hereby will not, and assuming the due and valid execution of this Agreement by Parent and Parent Canadian Sub, constitutes a valid and binding obligation of Company enforceable against Company 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 is considered result in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval Violation pursuant to: (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents certificate of Company (assuming the Company Requisite Shareholder Vote is obtained) incorporation or any by-laws of its Subsidiaries, (ii) with Merger Sub or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each except as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company 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, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any Contract, Laws or Orders applicable to Merger Sub or its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Merger Sub in connection with the execution and delivery of this Agreement by Merger Sub or the consummation of the Merger and the other transactions contemplated hereby, except for the Parent Required Consents, the filing of the Delaware Certificate of Merger pursuant to the DGCL and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Parent.