Common use of Authority; Non-Contravention Clause in Contracts

Authority; Non-Contravention. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company does not, and neither the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof will, (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), as would not reasonably be expected to have a Company Material Adverse Effect.

Authority; Non-Contravention. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining approval of the Merger and this Agreement by the holders of a majority of the outstanding Company Shares as of the record date for the Company Shareholder Stockholders Meeting ("Company Stockholder Approval"), to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby and to take such actions, if any, as shall have been taken with respect to the matters referred to in Section 3.1(h). The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests delivery of this Agreement by the Company and its shareholders for the consummation by the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company, subject to Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the TransactionsStockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally, (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (iii) the enforceability (A) of any indemnification provision contained herein may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting applicable federal or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) state securities laws. The execution and delivery of this Agreement by the Company does do not, and neither the consummation by the Company of the Transactions nor transactions contemplated hereby and compliance by with the Company with any of the terms or provisions hereof will, (i) assuming the Company Shareholder Approval is obtainedwill not, conflict with with, or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of or cancellation of, or "put" right with respect to any payment obligation or to loss of a material benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiariessubsidiaries under, any provision of (i) the Corrected Restated Certificate of Incorporation or Amended and Restated By-laws of the Company or any provision of the comparable organizational documents of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii), as any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect.Effect on the Company and its subsidiaries taken as a whole and would not materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including

Authority; Non-Contravention. (a) The Company Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining and the Company Shareholder Approval, to perform its obligations hereunder other Transaction Documents and to consummate the Transactionstransactions contemplated hereby and thereby. The Company Boardexecution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. This Agreement and the other Transaction Documents have been duly executed and delivered by each of Parent and Merger Sub and constitute the valid and binding obligations of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with their terms. (b) The Board of Directors of Parent at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company held prior to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such and the Board of Directors of Merger Sub prior to the date of this Agreement, duly and unanimously adopted resolutions, which resolutions as of the date of this Agreement have not been amended or withdrawn. Except for obtaining the Company Shareholder Approvalrescinded in any respect and are in full force and effect, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of, and performance byapproving this Agreement, the Company under this Agreement Top-Up Option Agreement, the Stockholder Agreement, the Offer and the plan of merger set forth in this Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”)Merger. (bc) The execution and delivery of this Agreement by and the Company does other Transaction Documents do not, and neither the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof will, (i) assuming the Company Shareholder Approval is obtainedtransactions contemplated hereby and thereby will not, conflict with with, or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, violation of or constitute a default under (with or without notice or lapse of time, or both) under), or give rise to any a right of termination, amendment, cancellation or acceleration or cancellation of, or right to of any payment obligation or loss of any material benefit under, or require a consent to assignment or a novation under (i) any Company Material Contract to which provision of the Company articles of incorporation or bylaws of Parent or any of its Subsidiaries is a party direct or indirect wholly owned subsidiaries, as amended, or (ii) any contract, agreement, permit, concession, franchise, license or Law applicable to Parent or any Company Permitof such subsidiaries or their properties or assets except as would not individually or in the aggregate have a material adverse effect on Parent. (d) No consent, approval, order or authorization of, or result registration, declaration or filing with, any Governmental Entity, is required by or with respect to Parent or any of Parent's direct or indirect wholly owned subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by Parent and Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby, except for (i) the filing of the Certificate of Merger with respect to the Merger by the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Company is qualified to do business; (ii) compliance with any applicable requirements of HSR and similar state antitrust statutes; (iii) compliance with any applicable requirements of the Exchange Act and similar state securities laws; (iv) those that may be required solely by reason of Company's (as opposed to any other third party's) participation in the creation of transactions contemplated by this Agreement; (v) actions or filings which, if not taken or made, would not, individually or in the aggregate, have a Lien (other than any Permitted Lien)Material Adverse Effect on Company, upon or a material adverse effect on Parent, Merger Sub, or the Surviving Corporation and its Subsidiaries, taken as a whole, and would not prevent or materially alter or delay any of the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) transactions contemplated by this Agreement; and (iii), as would vi) filings and notices not reasonably required by a Governmental Authority to be expected to have a Company Material Adverse Effectmade or given until after the Effective Time.

Authority; Non-Contravention. (a) The Company Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a Merger have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to obtaining the Parent Shareholder Approvals and the filing of the Delaware Certificate of Merger pursuant to Delaware Law and the Georgia Articles of Merger pursuant to Georgia Law. The affirmative vote of the holders of a majority of the shares of the Parent Common Stock present, either in person or by proxy, and entitled to vote at the Parent Shareholders' Meeting, but in any case not less than 25.01% of the outstanding Parent Common Stock, is sufficient for Parent's shareholders (i) to approve the issuance of shares of Parent Common Stock pursuant to the Merger, and (ii) to amend Parent's Articles of Incorporation to increase the authorized number of shares of Parent Common Stock to 200 million shares (or such larger number as Parent deems appropriate in light of anticipated future issuances), and no other approval of any holder of any securities of Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth required in this Agreement and connection with the consummation by it of the TransactionsMerger. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Company, constitute the other parties hereto, constitutes a legal, valid and binding obligation obligations of the CompanyParent and Merger Sub, respectively, enforceable against the Company Parent and Merger Sub in accordance with its their terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company each of Parent and Merger Sub does not, and neither the consummation performance of this Agreement by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willParent and Merger Sub will not, (i) assuming subject to obtaining the Company Parent Shareholder Approval is obtainedApprovals, conflict with or violate the Parent Charter Documents, (ii) subject to obtaining the Parent Shareholder Approvals and compliance with the requirements set forth in Section 3.4(c), conflict with or violate any provision of the Company Charter Documents law, rule, regulation, order, judgment or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law decree applicable to the Company Parent or Merger Sub or any other subsidiary of its Subsidiaries Parent or by which any of their respective properties is bound or affected, or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or impair Parent's rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, ; or result in the creation of a Lien (other than any Permitted Lien), upon an Encumbrance on any of the properties or assets of the Company Parent or Merger Sub or any other subsidiary of Parent pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession or other instrument or obligation to which Parent or Merger Sub or any other subsidiary of Parent is a party or by which Parent or Merger Sub or any other subsidiary of Parent or any of its Subsidiariestheir respective assets are bound or affected, other thanexcept, in the case of clauses (ii) and (iii), as for such conflicts, violations, breaches, defaults, impairments, or rights that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on Parent or on the HostPro Business. Part 3.4(b) of the Parent Disclosure Letter list all consents, waivers and approvals under any of Parent's or any of its subsidiaries' material agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, individually or in the aggregate, if not obtained, would result in a material loss of benefits to Parent or the Surviving Corporation as a result of the Merger. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other person is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware and the Georgia Articles of Merger with the Secretary of State of the State of Georgia and other appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of the Registration Statement with the SEC and the effectiveness of the Registration Statement, and a Schedule 13D with regard to the Company Voting Agreement and the Parent Voting Agreement in accordance with the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the HSR Act and the securities or antitrust laws of any foreign country, and (iv) such other consents, authorizations, filings, approvals and registrations that if not obtained or made would not be material to Parent or the Surviving Corporation or have a material adverse effect on the ability of the parties hereto to consummate the Merger.

Authority; Non-Contravention. (a) The Company Parent has all necessary corporate power and authority to execute and deliver this Agreement andand the Share Purchase Agreement, subject to obtaining perform its obligations hereunder and thereunder and to consummate the Company Shareholder ApprovalTransactions and the Share Purchase Transaction. The execution, delivery and performance by Parent of this Agreement and the Share Purchase Agreement, and the consummation by Parent of the Transactions and the Share Purchase Transaction, have been duly authorized and approved by its boards of directors. Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance by Merger Sub of this Agreement Agreement, and the consummation by Merger Sub of the Transactions, have been duly authorized and (iii) resolving to recommend that approved by its boards of directors and adopted by Parent as the shareholders sole shareholder of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”)Merger Sub. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no No other corporate action on the part of the Company Parent and Merger Sub is necessary to authorize the execution and execution, delivery of, and performance by, the Company under this Agreement by Parent and the plan Merger Sub of merger set forth in this Agreement and the consummation by it them of the Transactions. No other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of the Share Purchase Agreement and the consummation by Parent of the Share Purchase Transaction. This Agreement has been duly executed and delivered by the Company Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the other parties heretoCompany, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of them in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating subject to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). The Share Purchase Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery thereof by the Principal Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Neither the execution and delivery of this Agreement by the Company does notParent and Merger Sub, and neither nor the consummation by the Company Parent or Merger Sub of the Transactions Transactions, nor compliance by the Company Parent or Merger Sub with any of the terms or provisions hereof willof this Agreement or by Parent with any of the terms or provisions of the Share Purchase Agreement, will (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents certificate of incorporation or the organizational documents bylaws of any Subsidiary of the Company, Parent or Merger Sub or (ii) assuming that each of the consentsauthorizations, authorizations consents and approvals referred to in Section 3.4 and the Company Shareholder Approval Section 4.3 are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 and Section 4.3 are made and any applicable waiting periods referred to therein have expired or been terminatedmade, (x) violate any Law Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Parent or Merger Sub in any of its Subsidiaries material respect, or (iiiy) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, violate or constitute a default (with under any of the terms, conditions or without notice or lapse provisions of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company Parent or any of its Subsidiaries Merger Sub is a party or any Company Permitparty, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries, other thanexcept, in the case of clauses clause (ii) and (iii)above, for such violations or defaults as would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations hereunder or, in the case of Parent, under the Share Purchase Agreement or prevent or materially delay consummation of the Transactions or the Share Purchase Transaction or otherwise have a Company Material Adverse Effectmaterial adverse effect on Parent or Merger Sub.

Authority; Non-Contravention. (a) The execution, delivery and performance by Company has of this Agreement and the Top-Up Option Agreement (collectively, the "Company Transaction Documents") and the consummation by Company of the transactions contemplated hereby and thereby are within Company's corporate powers and have been duly authorized by all necessary corporate power and authority action required to execute and deliver this Agreement be taken by Company, subject, in the case of the Merger, to receipt of the Company Stockholder Approval to the extent required by Delaware Law and, subject in the case of the Top-Up Option Agreement, any stockholder approval that may be required pursuant to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate rules of the TransactionsNew York Stock Exchange ("NYSE"). The Company Transaction Documents have been or will be duly executed and delivered by Company and, when so executed and delivered, will constitute the valid and binding obligations of Company, enforceable against Company in accordance with their terms. The Company Transaction Documents and the Stockholder Agreement are referred to herein collectively as the "Transaction Documents." (b) The Board of Directors of the Company (the "Company Board, ") at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company held prior to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such duly and unanimously adopted resolutions, which resolutions as of the date of this Agreement have not been amended or withdrawnrescinded in any respect and are in full force and effect, (i) approving this Agreement, the Top-Up Option Agreement, the Offer, and the Merger, (ii) determining that the transactions contemplated by this Agreement, including each of the Offer and the Merger, are fair to and in the best interests of Company and its stockholders, (iii) recommending that the Company's stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders adopt this Agreement, to the extent required by applicable Law, and (v) declaring that this Agreement is advisable. Except for obtaining In addition, the Company Shareholder ApprovalBoard has taken action sufficient to (A) render the restrictions of Section 203 of the Delaware Law and (B) the Company Rights Agreement inapplicable (i) to Parent and Merger Sub solely by reason of their entering into this Agreement or consummating the Offer or the Merger or the grant or exercise of the Top-Up Option Agreement or entering into or consummating the transactions contemplated by the Stockholder Agreement, no and (ii) to the Offer, the Merger and the other corporate action transactions contemplated by this Agreement, assuming the accuracy of Parent's representation in Section 4.9. No other state takeover statute or similar state Law applies or purports to apply to the Company with respect to this Agreement, the Offer, or the Merger. (c) If a vote on the part Merger by the Company's stockholders is required under Delaware Law, the only vote of holders of any class or series of capital stock of the Company is necessary to authorize the execution approve and delivery of, and performance by, the Company under adopt this Agreement and the plan of merger set forth in Merger is the affirmative vote to adopt this Agreement and the consummation by it holders of the Transactions. This Agreement has been duly executed and delivered by the record of 67% of all shares of outstanding Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity Common Stock (the “Bankruptcy and Equity Exception”"Company Stockholder Approval"). (bd) The execution and delivery of this Agreement and the other Transaction Documents by the Company does not, and neither the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof will, (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or givenPrincipal Stockholders, as applicable, do not, and the consummation and performance of the transactions contemplated hereby and thereby will not, conflict with, or result in any breach violation of, or constitute a default under (with or without notice or lapse of time, or both) under), or give rise to any a right of termination, amendment, cancellation or acceleration or cancellation of, or right to of any payment obligation or loss of any material benefit under, or require a consent to assignment or a novation under (i) any Company Material Contract to which provision of the certificate of incorporation or bylaws of Company or any Company Subsidiary, as amended, or (ii) assuming receipt of its Subsidiaries is a party the Company Stockholder Approval, if applicable, and compliance with the matters referred to in Section 3.3(c), any provision of any Law binding upon or applicable to Company or any Company PermitSubsidiary, or result in the creation of a Lien (other than iii) any Permitted Lien)contract, upon any of the properties agreement, permit, concession, franchise or assets of the license applicable to Company or any Company Subsidiary or any of its Subsidiariestheir respective properties or assets, other than, except in the case of clauses (ii) and (iii), ) as would not reasonably be expected to individually or in the aggregate have a Company Material Adverse EffectEffect on Company. (e) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Company or any Company Subsidiary or, to Company's knowledge, the Principal Stockholders, as applicable, in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, except for (i) the filing of the Certificate of Merger with respect to the Merger by the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Company is qualified to do business; (ii) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"), and similar state antitrust statutes; (iii) compliance with any applicable requirements of the Exchange Act and similar state securities laws; (iv) those that may be required solely by reason of Parent's or Merger Sub's (as opposed to any other third party's) participation in the transactions contemplated by this Agreement; (v) actions or filings which, if not taken or made, would not, individually or in the aggregate, have a Material Adverse Effect on Company or a material adverse effect on the Surviving Corporation and its Subsidiaries, taken as a whole, and would not prevent or materially alter or delay any of the transactions contemplated by this Agreement; and (vi) filings and notices not required by a Governmental Authority to be made or given until after the Effective Time. (f) Assuming the accuracy of Parent's representation in Section 4.10, the Company and the Company Board have taken all action necessary to (i) render the Company Rights inapplicable to this Agreement, the Offer, the Merger, and the other transactions contemplated by this Agreement and (ii) insure that (A) neither Parent nor any of its affiliates or associates is or will become an "Acquiring Person" (as defined in the Company Rights Agreement) by reason of this Agreement, the Top-Up Option Agreement, the Offer, the Merger, or any other transaction contemplated by this Agreement, (B) a "Distribution Date" (as defined in the Company Rights Agreement) shall not occur by reason of this Agreement, the Top-Up Option Agreement, the Offer, the Merger, or any other transaction contemplated by this Agreement and (C) the Company Rights shall expire immediately prior to the Effective Time.

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute enter into and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder under the applicable Transaction Documents and to consummate complete the Transactions. The execution and delivery by the Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that of the Transaction Documents to which it is in the best interests of the Company and its shareholders for the Company to enter into this Agreementa party, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation completion of the Transactions, have been duly authorized by all necessary corporate authorizations and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action on actions required to be taken by the part of Company. Each Transaction Document to which the Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the Transactions. This Agreement a party has been duly executed and delivered by the Company and, assuming due the valid authorization, due execution and delivery hereof of such Transaction Document by the other parties heretothereto, constitutes a legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its termsterms subject only to the effect, except that such enforceability if any, of (Ai) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium applicable bankruptcy and other similar laws Applicable Law affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (Bii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the vote of the Board, a certified copy of which has been provided to Parent, has duly approved the Transactions and the Transaction Documents to which the Company is subject to general principles a party in accordance with the requirements under Applicable Law and the Organizational Documents. No vote of equitythe Sellers is required in connection with the execution, whether considered in a proceeding at law delivery or in equity (performance of this Agreement by the “Bankruptcy and Equity Exception”)Company or the Sellers or the completion of the Transactions. (b) The execution and delivery of this Agreement the applicable Transaction Documents by the Company does not, and neither the consummation by the Company completion of the Transactions nor compliance by the Company with any of the terms or provisions hereof willwill not, (i) assuming result in the Company Shareholder Approval is obtained, conflict with or violate creation of any provision Encumbrance (other than a Permitted Encumbrance) on any of the Company Charter Documents or the organizational documents assets of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) any of the Company Disclosure Schedule is obtained Shares, (ii) conflict with, or given, as applicable, result in any breach of, violation of or constitute a default under (with or without notice or lapse of time, or both) under), or give rise to any a right of termination, amendmentcancellation or acceleration of any obligation or loss of any benefit under, acceleration or cancellation require any consent, approval or waiver from any Person pursuant to, (A) any provision of the Organizational Documents of the Company or any of its Subsidiaries, in each case as amended to date, or any resolution adopted by the Sellers or the Board, (B) any of the Material Contracts, or (C) assuming the making of all Regulatory Filings and the receipt of all Regulatory Approvals, any Applicable Law, or (iii) contravene, conflict with or result in a violation of, or give any Governmental Entity or other Person the right to challenge any payment of the transactions contemplated by this Agreement or loss of benefit to exercise any remedy or obtain any relief under, Applicable Law or any Company Material Contract Order to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties assets owned or assets of used by the Company or any of its Subsidiaries, other thanis subject, except in the case of clauses (iiii)(B) and or (iiiii)(C), as for any such conflict, violation, default, right of termination, cancellation or acceleration of any obligation or loss of any benefit under or any consent, approval or waiver, that would not reasonably be expected to have a Company Material Adverse Effect. (c) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any Transaction Document or the completion of the Transactions (including, any filings and notifications as may be required to be made by the Company in connection with the Share Purchase), except for (i) such Regulatory Filings as set forth on Schedule 2.3(c) of the Seller Disclosure Letter and the authorization, clearance, consent, approval or expiration or early termination of the applicable waiting period with respect to such Regulatory Filings and (ii) such consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not materially and adversely affect, and would not reasonably be expected to materially and adversely affect, the Company’s or any of its Subsidiaries’ ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any Transaction Document or to complete the Transactions in accordance with this Agreement or any Transaction Document and Applicable Law. (d) The execution and delivery of the applicable Transaction Documents by the Company does not, and the completion of the Transactions will not contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any authorization from a Governmental Entity that is held by the Company or any of its Subsidiaries that otherwise relates to the Company’s or any of its Subsidiaries’ Business or to any of the assets owned or used by the Company, in each case in a manner that would have a Company Material Adverse Effect. (e) The Company and each of its Subsidiaries, the Board and the Sellers have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Organizational Documents of the Company or any of its Subsidiaries will not be applicable to Acquirer, the Company, or any of its Subsidiaries, or to the execution, delivery or performance of the transactions contemplated by this Agreement or other Contract, including the completion of the Share Purchase or any of the other transactions contemplated by this Agreement or by such other documents.

Authority; Non-Contravention. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance by Parent of this Agreement, and the consummation by Parent of the transactions contemplated hereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the Transactionstransactions contemplated hereby. The execution, delivery and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date performance by Merger Sub of this Agreement, such resolutions the Notes, and the consummation by Merger Sub of the transactions contemplated hereby and thereby, have not been amended or withdrawn. Except for obtaining the Company Shareholder Approvalduly and validly authorized and approved by its boards of directors, and no other corporate action on the part of the Company Merger Sub is necessary to authorize the execution and execution, delivery of, and performance byby Merger Sub of this Agreement, the Company under this Agreement and the plan of merger set forth in this Agreement Notes and the consummation by it Merger Sub of the Transactionstransactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the other parties heretoShareholder, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating subject to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). Each of the Notes upon execution and delivery thereof will be, duly executed and delivered by Merger Sub and will constitute a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with their terms, subject to the Bankruptcy and Equity Exception. (b) The Neither the execution and delivery of this Agreement and each other agreement contemplated to be executed and delivered herein by the Company does not, and neither Parent or Merger Sub nor the consummation by the Company Parent or Merger Sub of the Transactions transactions contemplated hereby or thereby, nor compliance by the Company Parent or Merger Sub with any of the terms or provisions hereof willor thereof, will (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents certificate of incorporation, bylaws or the other organizational documents of any Subsidiary of the CompanyParent or Merger Sub, or (ii) assuming that each of the consentsauthorizations, authorizations consents and approvals of Governmental Authorities referred to in Section 3.4 3.3 and the Company Shareholder Approval Section 4.3 are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 3.3 and Section 4.3 are made and made, (x) violate, conflict with or contravene in any applicable waiting periods referred to therein have expired material respect any Legal Requirement, judgment, writ or been terminated, violate injunction of any Law Governmental Authority applicable to the Company Parent or any of its Subsidiaries Merger Sub, or (iiiy) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or givenviolate, as applicable, result in any breach of, conflict with or constitute a default (with under any of the terms, conditions or without notice or lapse provisions of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company Parent or any of its Subsidiaries Merger Sub is a party or any Company Permitparty, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries, other thanexcept, in the case of clauses clause (iiy) and (iii)above, for such violations or defaults as would not reasonably be expected to have materially delay or impair Parent’s or Merger Sub’s ability to perform its obligations hereunder or thereunder or prevent or materially delay consummation of the transactions contemplated hereby and thereby (a Company “Parent Material Adverse Effect”).

Authority; Non-Contravention. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by it of the Transactions, have been duly authorized and (iii) resolving to recommend that the shareholders approved by its board of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreementdirectors and, such resolutions have not been amended or withdrawn. Except except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution and execution, delivery of, and performance by, by the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (Ai) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (Bii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The board of directors of the Company, at a meeting duly called and held, has (i) approved this Agreement, (ii) determined that the consideration to be paid for each Share in the Merger (which does not include the Principal Shareholder Shares) is fair to the holders of such Shares, (iii) declared it advisable and in the best interests of the Company and its shareholders, other than the Principal Shareholder whose Shares will be purchased by Parent immediately prior to the Merger and cancelled in the Merger, to consummate the Merger, and (iv) resolved to recommend, subject to Section 5.2 hereof, that the shareholders of the Company adopt this Agreement. (c) Except as set forth on Section 3.3(c) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company does not, and neither nor the consummation by the Company of the Transactions nor the consummation of the Share Purchase Transaction, nor compliance by the Company with any of the terms or provisions hereof willhereof, will (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents Documents, or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consentsauthorizations, authorizations consents and approvals of Governmental Authorities referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consentobtained, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired the Company Shareholder Approval is obtained, (x) contravene, conflict with or been terminated, violate any Law Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries in any material respect, (y) result in the creation or (iii) assuming that each imposition of the consents and notices specified in Section 3.3(b)(iii) any Lien on any asset of the Company Disclosure Schedule is obtained or givenany of its Subsidiaries, as applicableor (z) require any consent or other action by any Person under, result in any breach ofunder, violate or constitute a default default, or an event that (with or without notice or lapse of time, time or both) would constitute a default under, or give rise to any right of cause or permit the termination, amendmentcancellation, acceleration or cancellation of, other change of any right or right to any payment obligation or the loss of any benefit underto which the Company or any of its Subsidiaries is entitled, under any Company Material Contract of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, license, permit, franchise, certificate, approval, authorization, instrument, contract, obligation or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or any Company Permit, by which they or result in the creation of a Lien (other than any Permitted Lien), upon any of the their respective properties or assets of the Company or any of its Subsidiariesmay be bound, other thanexcept, in the case of clauses clause (ii) and (iii)above, for such breaches, violations or defaults as would not reasonably be expected to have a Company Material Adverse Effect. (d) (i) The affirmative vote (in person or by proxy) at the Company Shareholders Meeting (or any adjournment or postponement thereof) of the holders of a majority of the outstanding shares of Company Common Stock in favor of the adoption of this Agreement and (ii) the affirmative vote (in person or by proxy) at the Company Shareholders Meeting (or any adjournment or postponement thereof) of the holders of a majority of the outstanding shares of Company Common Stock, other than (A) the Principal Shareholder and its Affiliates, (B) Parent and its Affiliates, and (C) the Company and its Affiliates, in favor of the adoption of this Agreement (clauses (i) and (ii) collectively, the “Company Shareholder Approval”) are the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which are necessary or required to adopt this Agreement and approve the Transactions.

Authority; Non-Contravention. (a) The Board of Directors of the Company has all necessary corporate power declared the Merger advisable, fair and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for each of the holders of Common Stock and Exchangeable Preferred, and the Company has all requisite corporate power and authority to enter into this AgreementAgreement and, (ii) adopting subject to approval of the plan Merger by the stockholders of merger set forth in this Agreement and approving the Company’s execution, to consummate the transactions contemplated hereby and thereby. The execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company, subject to approval of the Merger by the stockholders of the Company. The only votes of the holders of any class or series of Company is capital stock necessary to authorize approve the execution and delivery of, and performance by, Merger are the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it affirmative votes of the Transactionsholders of a majority of the outstanding shares of Common Stock, voting separately as a class. This Agreement has been duly executed and delivered by the Company and, and (assuming due the valid authorization, execution and delivery hereof of this Agreement by the other parties heretoInvestor and Sub, as applicable) constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that such as the enforceability (A) thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ ' rights generally and (B) is subject to or by general principles of equity. Except as set forth in the Company Disclosure Letter, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company does not, and neither the consummation by the Company of the Transactions nor transactions contemplated hereby and compliance by with the Company with any of the terms or provisions hereof will, (i) assuming the Company Shareholder Approval is obtainedwill not, conflict with with, or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligation or cancellation of, or right to any payment or the loss of a material benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien)lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its SubsidiariesSubsidiaries under, any provision of (i) the Certificate of Incorporation, By-laws or other organizational documents of the Company or any of its Subsidiaries (true and complete copies of which as of the date hereof have been delivered to Investor), or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company and its Subsidiaries to perform its material obligations hereunder or prevent the consummation of any of the material transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the provisions of the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) compliance with any applicable requirements of the Securities Act, (iv) compliance with any applicable Blue Sky Laws, (v) those matters including but not limited to, regulatory consents, approvals and waivers, set forth in the Company Disclosure Letter, and (iii)vi) such other consents, as orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not reasonably be expected to not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company, materially impair the ability of the Company and its Subsidiaries to perform its obligations hereunder or prevent the consummation of any of the material transactions contemplated hereby; it being understood and agreed that the Company is not making any representation or warranty with respect to third party consents, waivers or amendments required to be obtained by the Company to consummate the transactions contemplated hereby.

Authority; Non-Contravention. (a) The Company Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Transaction Option Agreement and approving the Company’s execution, Stockholders' Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery and performance of this Agreement, the Transaction Option Agreement and the Stockholders' Agreement and the consummation of the Transactions, transactions contemplated hereby and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a thereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary to authorize the execution Parent and delivery of, and performance byMerger Sub. This Agreement, the Company under this Transaction Option Agreement and the plan of merger set forth in this Stockholders' Agreement and the consummation by it of the Transactions. This Agreement has have been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties heretoCompany, constitutes a legal, constitute the valid and binding obligation obligations of the Company, Parent and Merger Sub enforceable against the Company in accordance with its their terms. There is no vote of the holders of any class or series of Parent's securities necessary to approve this Agreement, except that such enforceability the Offer (Aincluding the issuance of Parent Shares thereunder) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws the Transaction Option Agreement or the Stockholders' Agreement or to satisfy Parent's obligations under any of general application affecting or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”)foregoing. (b) The execution and delivery of this Agreement, the Transaction Option Agreement, the Stockholders' Agreement by the Company does not, and neither the consummation by the Company of the Transactions nor compliance transactions contemplated hereby and thereby by the Company with each of Parent and Merger Sub do not and will not result in any of the terms or provisions hereof will, (i) assuming the Company Shareholder Approval is obtained, conflict with or violate violation pursuant to any provision of the Company Charter Documents respective Articles or the organizational documents Certificates of any Subsidiary Incorporation or Bylaws of the CompanyParent or Merger Sub or, (ii) except as to which requisite waivers or consents have been obtained and assuming that each of the consents, approvals, authorizations or permits and approvals filings or notifications referred to in paragraph (c) of this Section 3.4 4.4 are duly and timely obtained or made and, if required, the Company Shareholder Stockholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicableobtained, result in any breach ofviolation of any loan or credit agreement, note, mortgage, indenture, lease, or constitute a default (with other agreement, obligation, instrument, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or without notice regulation applicable to Parent or lapse of timeMerger Sub or their respective properties or assets, which, individually or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien)aggregate, upon any of the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), as would not could reasonably be expected to have a Company Material Adverse EffectEffect on Parent. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any Governmental Entity, is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement, the Offer, the Transaction Option Agreement or the Stockholders' Agreement by each of Parent and Merger Sub or the consummation by each of Parent or Merger Sub of the transactions contemplated hereby or thereby, except for: (A) filings under the HSR Act; (B) the filing with the SEC of (x) the Offer Documents, the Registration Statement and, if necessary, a Post-Effective Amendment (as defined in Section 6.1), and (y) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement, the Transaction Option Agreement and the Stockholders' Agreement and the transactions contemplated hereby and thereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (D) the notice to and mailing of the Schedule TO to the NASD pursuant to Rule 14d-3 under the Exchange Act; and (E) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws.

Authority; Non-Contravention. (a) The Board of Directors of ---------------------------- the Company has declared the Merger advisable and the Company has all necessary corporate requisite power and authority to execute and deliver enter into this Agreement and, subject to obtaining approval of the Merger by the stockholders of the Company Shareholder Approval(if required), to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests delivery of this Agreement by the Company and its shareholders for the consummation by the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary Company, subject to authorize such approval of the execution and delivery of, and performance by, Merger by the stockholders of the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the Transactions(if required). This Agreement has been duly executed and delivered by the Company and, and (assuming due the valid authorization, execution and delivery hereof of this Agreement by the other parties hereto, Parent and Sub) constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms. Except as set forth in the Company SEC Documents (as hereinafter defined) or the letter from the Company to Parent dated the date hereof, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium which letter relates to this Agreement and other similar laws of general application affecting or relating to is designated therein as the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity Company Disclosure Letter (the “Bankruptcy and Equity Exception”"Company Disclosure Letter"). (b) The , the execution and delivery of this Agreement by the Company does do not, and neither the consummation by the Company of the Transactions nor transactions contemplated hereby and compliance by with the Company with any of the terms or provisions hereof will, (i) assuming the Company Shareholder Approval is obtainedwill not, conflict with with, or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligation or cancellation of, or right to any payment or the loss of a material benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien)lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, any provision of (i) the Certificate of Incorporation or Bylaws of the Company (true and complete copies of which as of the date hereof have been delivered to Parent) or any provision of the comparable charter or organization documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its Significant Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) and or (iii), as any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) in connection or in compliance with the provisions of he Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer, the Merger or the transactions contemplated by this Agreement, (iv) such filings as may be required in connection with the Gains Taxes described in Section 7.7, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, (vi) such filings and approvals as may be required under the Improvements Act, and (vii) such other consents, orders, authorizations, registrations, declarations and filings which (A) may be required under the laws of any foreign country or supranational organization in which the Company or any of its Subsidiaries conducts any business or owns any property or assets or (B) the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. (a) The Company Buyer has all necessary corporate limited liability company power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalAgreement, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests delivery of the Company and its shareholders for the Company to enter into performance by Xxxxx under this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation by Buyer of the Contemplated Transactions, have been duly authorized and (iii) resolving to recommend that the shareholders of the Company approve this Agreement approved by all necessary company action by Buyer, and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate company action on the part of the Company Buyer is necessary to authorize the execution and delivery of, of and performance by, the Company by Buyer under this Agreement and the plan of merger set forth in this Agreement and the consummation by it Buyer of the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company Xxxxx and, assuming due authorization, execution and delivery hereof by the other parties heretoSeller, constitutes a legal, valid and binding obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating subject to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). No vote or approval of the holders of any class or series of capital stock of Buyer is necessary to adopt or approve this Agreement and the Contemplated Transactions. (b) The execution and delivery of this Agreement by the Company Xxxxx does not, and neither the consummation by the Company Buyer of the Transactions Contemplated Transactions, nor compliance by the Company Buyer with any of the terms or provisions hereof willhereof, will (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Organizational Documents of Buyer or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained 4.3 (and any condition precedent to any such consent, authorization or approval has been satisfied) is obtained or given, as applicable, and each of the filings referred to in Section 3.4 are 4.3 is made and any applicable waiting periods referred to therein have expired or been terminatedexpired, violate any Law applicable to the Company or any of its Subsidiaries Buyer or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, or constitute a default (with or without notice or lapse of time, time or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries Buyer is a party or any Company Permitparty, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries, other thanexcept, in the case of clauses (ii) and (iii), as would not reasonably be expected to have a Company Buyer Material Adverse Effect.

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Company, subject only to the Company is necessary to authorize the execution approval and delivery of, and performance by, the Company under adoption of this Agreement and the plan approval of merger set forth in the Merger by Company's stockholders (the "COMPANY STOCKHOLDER APPROVALS") and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is sufficient for Company's stockholders to approve and adopt this Agreement and approve the Merger, and no other approval of any holder of any securities of Company is required in connection with the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoParent and Merger Sub, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company does not, and neither the consummation performance of this Agreement by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willwill not, (i) assuming conflict with or violate the Company Shareholder Approval is obtainedCharter Documents, (ii) subject to obtaining the Company Stockholder Approvals and compliance with the requirements set forth in Section 2.4(c), conflict with or violate any provision of the Company Charter Documents law, rule, regulation, order, judgment or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law decree applicable to the Company or any of its Subsidiaries subsidiaries or by which Company or any of its subsidiaries or any of their respective properties is bound or affected, or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or impair Company's rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon an Encumbrance on any of the properties or assets of the Company or any of its Subsidiariessubsidiaries pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise or other thaninstrument or obligation to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or its or any of their respective assets are bound or affected, except, in the case of clauses (ii) and (iii), as for such conflicts, violations, breaches, defaults, impairments, or rights which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on Company. Part 2.4(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of Company's or any of its subsidiaries' agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would have a Material Adverse Effect on Company, Parent or the Surviving Corporation as a result of the Merger or would materially and adversely affect Company's Intellectual Property (as defined below). (c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic ("GOVERNMENTAL ENTITY"), is required to be obtained or made by Company in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of the Proxy Statement/Prospectus (as defined in Section 2.17) with the Securities and Exchange Commission ("SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a Schedule 13D with regard to the Parent Voting Agreements in accordance with the Exchange Act, and the effectiveness of the Registration Statement (as defined in Section 2.17), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), and the securities or antitrust laws of any foreign country, and (iv) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on Company, Parent or the Surviving Corporation or would not have a material adverse effect on the ability of the parties hereto to consummate the Merger.

Authority; Non-Contravention. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of, of and performance by, by the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (Ai) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (Bii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company does not, and neither the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof will, (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminatedexpired, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, of or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), ) upon any of the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), as would not reasonably be expected to have a Company Material Adverse Effect.

Authority; Non-Contravention. (a) The Company It has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests No vote of the Company and its shareholders for the Company holders of any class or series of AerCap share capital is necessary to enter into this Agreement, (ii) adopting the plan of merger set forth in approve this Agreement and approving to consummate the Company’s execution, transactions contemplated hereby (including the Amalgamation). The execution and delivery and performance of this Agreement and the consummation of the Transactions, transactions contemplated hereby have been duly authorized by all necessary corporate action on its part and (iii) resolving no other corporate proceedings on its part are necessary to recommend that the shareholders of the Company approve authorize this Agreement and consummate the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by it and (assuming the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, ) constitutes a legal, valid and binding obligation of the Companyit, enforceable against the Company it in accordance with its terms, except that such enforceability (A) may be to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or applicability relating to the enforcement of or affecting creditors’ rights generally and (B) is subject to by general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”)equitable principles. (b) The Neither the execution and delivery of this Agreement by the Company does not, and neither it nor the consummation by the Company it of the Transactions transactions contemplated hereby, nor compliance by the Company it with any of the terms or provisions hereof willhereof, will (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents its articles of association (statuten) or the articles of association, bye-laws or equivalent organizational documents of any Subsidiary of the Company, its subsidiaries or (ii) assuming that each of the consents, authorizations approvals, orders, authorizations, registrations, declarations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 3.3(c) are made and any applicable waiting periods referred to therein have expired duly obtained or been terminatedmade, (A) violate any Law applicable to the Company it or any of its Subsidiaries subsidiaries or any of their respective properties or assets or (iiiB) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or givenviolate, as applicableconflict with, result in a breach of any breach ofprovision of or the loss of any benefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the cancellation, suspension, non-renewal or give rise to any termination of or a right of termination, amendment, acceleration termination or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which accelerate the Company or any of its Subsidiaries is a party or any Company Permitperformance required by, or result in the creation of a Lien any lien, pledge, security interest, charge or other encumbrance upon (other than 1) any Permitted Lien), upon Permit or (2) any of the respective properties or assets of the Company it or any of its Subsidiariessubsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, note, mortgage, indenture, lease, AerCap Benefit Plan or other thanagreement, obligation or instrument to which it or any of its subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (with respect to clause (ii)) for such violations, conflicts or breaches that have not had and would not be reasonably expected to have, individually or in the case of clauses (ii) and (iii)aggregate, as would not reasonably be expected to have a Company Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority, body, agency, official or instrumentality, domestic or foreign, or self-regulatory organization or other similar non-governmental regulatory body (each, a “Governmental Entity”), is required to be made or obtained by it or any of its subsidiaries in connection with the execution and delivery of this Agreement by it or the consummation by it of the transactions contemplated hereby, except for (i) the filing of the Amalgamation Application and related attachments with the Registrar, (ii) such other applications, filings, authorizations, orders and approvals as may be required under applicable Laws of any jurisdiction and any approvals thereof, which are set forth in Section 3.3(c) of the AerCap Disclosure Letter, (iii) the filing with the SEC or the Registrar of such registrations, prospectuses, reports and other materials as may be required in connection with this Agreement and the transactions contemplated hereby, including the Proxy Statement/Prospectus, and the obtaining from the SEC of such orders as may be required in connection therewith, (iv) compliance with any applicable requirements of the New York Stock Exchange (the “NYSE”), as applicable, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various jurisdictions in connection with the issuance of the AerCap Common Shares pursuant to this Agreement, (vi) such filings and approvals as are required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 (the “HSR Act”), the Securities Act, the Exchange Act, the Turkish Regulation, the German Regulation and the Indian Regulation, (vii) such filings and approvals as are required to be made with or to those other Governmental Entities regulating competition and antitrust Laws and (viii) for any other such consent, approval, order or authorization of, or registration, declaration or filings, the failure of which to obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Authority; Non-Contravention. (a) The Company Purchaser has all necessary corporate the requisite power and authority to execute execute, deliver and deliver this Agreement andperform the Transaction Agreements, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated thereby and to comply with the provisions thereof. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement the Transaction Agreements by Purchaser, the consummation by Purchaser of the transactions contemplated thereby and the consummation of compliance by Purchaser with the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a provisions thereof have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Purchaser, and no other corporate proceedings on the Company part of Purchaser are necessary to execute, deliver and perform the Transaction Agreements, to consummate the transactions contemplated thereby and to comply with the provisions thereof. No affirmative vote or consent of holders of any class or series of Capital Stock of Purchaser is necessary to authorize approve the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it Transaction Agreements or consummate any of the Transactionstransactions contemplated thereby. This Agreement has been duly executed and delivered by Purchaser and the Company Registration Rights Agreement, the Amendment to the Rights Agreement and the Cooperation Agreement will be duly executed and delivered by Purchaser at the Closing and, assuming due authorization, execution and delivery hereof by Seller, the other parties heretoTransaction Agreements constitute or will constitute, constitutes a legalas applicable, valid and binding obligation obligations of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its their terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”)Exceptions. (b) The execution and delivery of this Agreement by Except as may result from any facts or circumstances related solely to Seller or its affiliates, the Company does notor the Company’s subsidiaries, the execution, delivery and neither performance of the Transaction Agreements by Purchaser, the consummation by the Company Purchaser of the Transactions nor transactions contemplated thereby and compliance by Purchaser with the Company with any of the terms provisions thereof do not and will not conflict with, or provisions hereof will, (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any violation or breach of, or constitute a default (or any event that, with or without notice or lapse of time, time or both, would become a default) under, or give rise to any a right of termination, amendment, acceleration or cancellation of, or right result in, termination, cancellation or acceleration of any obligation or to any payment or a loss of a material benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a any Lien (other than any Permitted Lien), in or upon any of the properties or assets of Purchaser under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) Purchaser’s Organizational Documents, (ii) any Contract (other than the Company provisions of the Investor Rights Agreement described on Schedule 4.03) to which Purchaser is a party or any of its Subsidiariesproperties or assets is subject or (iii) subject to the governmental filings, consents and other matters referred to in Section 4.03(c), any Law or Judgment, in each case applicable to Purchaser or any of its properties or assets, other than, in the case of clauses (ii) and (iii), as any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that have not had and would not reasonably be expected to have (x) prevent or delay beyond the Outside Date the consummation of the Acquisition, the Purchaser Share Issuance and the other transactions contemplated hereby or (y) have, individually or in the aggregate, a Company Purchaser Material Adverse Effect. (c) Except as may result from any facts or circumstances related solely to Seller or its affiliates, the Company or the Company’s subsidiaries, no Consent of, or filing or submission with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser in connection with the execution, delivery and performance of the Transaction Agreements by Purchaser, the consummation by Purchaser of the transactions contemplated thereby or the compliance by Purchaser with the provisions thereof, other than (i) compliance with and filings under the Competition Act, including any filings with the CCI, and any other filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required, if any, under any Non-Indian Antitrust Laws (as defined in Section 5.01(b)), (ii) under any applicable international, federal or state securities or “blue sky” Laws, (iii) compliance with and filings under the Exchange Act, (iv) any required notifications to the Financial Services Commission of Mauritius and (v) those Consents, filings and submissions the failure of which to obtain or make have not had and would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Acquisition, Purchaser Share Issuance and the other transactions contemplated hereby or (y) have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Authority; Non-Contravention. (a) The Company Each of Parent, US Parent and Xxxxxx Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalAgreement, to perform its their respective obligations hereunder and to consummate the Transactions. The Company Boardexecution and delivery of and performance by Xxxxxx, at a meeting duly called US Parent and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into Merger Sub under this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation by Parent, US Parent and Merger Sub of the Transactions, have been duly authorized and approved by all necessary corporate action by Parent, US Parent and Merger Sub (iii) resolving to recommend that including by the shareholders Parent Board, the board of the Company approve this Agreement directors of US Parent and the plan board of merger set forth in this Agreement directors of Merger Sub) and directing that this Agreement be submitted to approved by US Parent as the shareholders sole shareholder of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this AgreementMerger Sub, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, and no other corporate action on the part of the Company Parent, US Parent and Merger Sub is necessary to authorize the execution and delivery of, and performance byby Xxxxxx, the Company under US Parent and Merger Sub under, this Agreement and the plan of merger set forth in this Agreement and the consummation by it them of the Transactions. This Agreement has been duly executed and delivered by the Company Parent, US Parent and Xxxxxx Sub and, assuming due authorization, execution and delivery hereof by the other parties heretoCompany, constitutes a legal, valid and binding obligation of the Companyeach of Parent, US Parent and Merger Sub, enforceable against the Company each of them in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating subject to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). No vote or approval of the holders of any class or series of capital stock of Parent is necessary to adopt or approve this Agreement and the plan of merger set forth in this Agreement and the Transactions. (b) The execution and delivery of this Agreement by the Company does Parent, US Parent and Merger Sub do not, and neither the consummation by the Company Parent, US Parent or Merger Sub of the Transactions Transactions, nor compliance by the Company Parent, US Parent or Merger Sub with any of the terms or provisions hereof hereof, will, (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents certificate of incorporation and bylaws or the similar organizational documents of any Subsidiary of the CompanyParent, (ii) assuming that US Parent and Merger Sub, in each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or givencase, as applicable, result in any breach of, or constitute a default (with or without notice or lapse effect on the date of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), as would not reasonably be expected to have a Company Material Adverse Effect.this Agreement or

Authority; Non-Contravention. (a) The Company TEAM has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, the TEAM Stockholder Voting Agreements, the Vsource Stockholder Voting Agreement, the TEAM MOU, the TEAM Recap Agreement, the Bank Documents and the Financing Agreements (iicollectively, the “TEAM Transaction Documents”) adopting and to consummate the plan transactions contemplated hereby and thereby. The execution and delivery of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement TEAM Transaction Documents and the consummation of the Transactions, transactions contemplated hereby and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a thereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary to authorize TEAM and Merger Sub, subject only to: (i) the execution and delivery ofof the Financing Agreements; (ii) the approval by TEAM’s stockholders of the following: (1) the recapitalization of TEAM pursuant to the TEAM Recap Agreement (the “Recap Proposal”), and performance byincluding, if necessary, an amendment to TEAM’s then-existing Articles of Incorporation to reflect the Recap Proposal, (2) the reincorporation of TEAM as a Delaware corporation under the terms to be set forth in the Joint Proxy Statement, including, without limitation, the Company change of the name of the corporation and the increase, if necessary in the number of authorized shares of common stock under TEAM’s Charter Documents to effect the transactions contemplated by this Agreement (the “Reincorporation Proposal”), (3) the Merger and the issuance of shares of TEAM Common Stock by virtue of the Merger (the “Merger Proposal”), (4) the grant of authority to the TEAM Board to amend its Charter Documents to implement a reverse stock split after the Effective Time under the terms to be set forth in the Joint Proxy Statement (the “Reverse Split Proposal”), (5) the issuance to S. Cash Xxxxxxxxx of TEAM stock or options under the terms and conditions of the Xxxxxxxxx Term Sheet (the “Xxxxxxxxx Proposal”), and (6) the new Long Term Incentive Plan (as described in Section 5.13(a)) (the “LTIP Proposal” and, collectively with the proposals set forth in items (1) through (5) above, the “TEAM Proposals”); (iii) the filing of the amendment to TEAM’s Articles of Incorporation pursuant to Ohio law in accordance with the TEAM Recap Agreement; (iv) the filing of the Certificate of Merger pursuant to Ohio law and Delaware Law in connection with the reincorporation of TEAM as a Delaware corporation; (v) the filing of the Certificate of Merger pursuant to Delaware Law in connection with the Merger; (vi) the filing of the amendment to TEAM’s Certificate of Incorporation reflecting the reverse stock split; and (vii) the filing of the amendments to TEAM Charter Documents to reflect the applicable changes in the name of the corporation. (b) Each of the TEAM Transaction Documents has been (or, with respect to the TEAM Recap Agreement and the plan of merger set forth in this Agreement and the consummation by it of the Transactions. This Agreement has been Financing Agreements, will be) duly executed and delivered by the Company TEAM and, assuming the due authorization, execution and delivery hereof by Vsource and the other parties heretoapplicable Vsource stockholders, constitutes a legal, (or will constitute) the valid and binding obligation of the CompanyTEAM, enforceable against the Company TEAM in accordance with its terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (B) is subject to general principles of equity. Except for the affirmative vote of the holders of shares of TEAM Common Stock and TEAM Preferred Stock as set forth below, whether considered no other approval of any holder of any securities of TEAM is required in connection with the consummation of the transactions contemplated hereby: (i) Recap Proposal: affirmative vote of 75% of shares eligible to vote in an election of directors and affirmative vote of a proceeding at law or in equity (the “Bankruptcy and Equity Exception”)majority of shares of Class A Voting Preferred Shares. (b) The execution and delivery of this Agreement by the Company does not, and neither the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof will, (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each Reincorporation Proposal: affirmative vote of the consents, authorizations and approvals referred 75% of shares eligible to vote in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each an election of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), as would not reasonably be expected to have a Company Material Adverse Effectdirectors.

Authority; Non-Contravention. (a) The Company Parent has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Parent Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company Board, at a meeting duly called Bid Sub and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company Merger Sub will have all requisite corporate power and its shareholders for the Company authority to enter into this Agreement and the Merger Agreement, to consummate the transactions contemplated hereby and thereby (ii) adopting other than the plan Merger), and subject to the affirmative vote of merger set forth in this Agreement and Bid Sub as the sole quota holder of Merger Sub at the quota holder’s meeting of Merger Sub approving the Company’s Merger (the “Merger Sub Vote”), to consummate the Merger. The execution, delivery and performance of this Agreement and the Merger Agreement by each of Parent (with respect to this Agreement only), Bid Sub and Merger Sub and the consummation of the Transactionstransactions contemplated hereby and thereby to which Parent (with respect to this Agreement only), Bid Sub and Merger Sub are a party have been duly authorized by all necessary corporate action on Parent’s part, and (iii) resolving to recommend that the shareholders will have been duly authorized by all necessary corporate action on each of the Company approve this Agreement Bid Sub’s and the plan of merger set forth in this Agreement Merger Sub’s part, and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action proceedings on the its part of the Company is are or will be (as applicable) necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement or the Merger Agreement or to consummate the transactions contemplated hereby or thereby, subject to obtaining the Merger Sub Vote and the plan of merger set forth in this Agreement and the consummation by it of the TransactionsParent Shareholder Approval. This Agreement has been duly executed and delivered by Parent and (assuming the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, ) constitutes a legal, valid and binding obligation of the Companyit, enforceable against the Company it in accordance with its terms, except that such enforceability (A) may be to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or applicability relating to the enforcement of or affecting creditors’ rights generally and (B) is subject to general equitable principles of equity, (whether considered in a proceeding at law or in equity equity). Subject to the terms and conditions of this Agreement, the Merger Agreement will be duly executed and delivered by Bid Sub and Merger Sub and (assuming the “Bankruptcy due authorization, execution and Equity Exception”delivery by the other parties thereto), when so executed and delivered, will constitute a valid and binding obligation of Bid Sub and Merger Sub, enforceable against Bid Sub and Merger Sub in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding at law or in equity). (b) The execution Neither the execution, delivery and delivery performance of this Agreement or the Merger Agreement by the Company does notParent (with respect to this Agreement only), and neither Bid Sub or Merger Sub (as applicable) nor the consummation by the Company of the Transactions transactions contemplated hereby or thereby to which it is a party, nor compliance by the Company it with any of the terms or provisions hereof willhereof, will (i) assuming the Company Shareholder Approval is obtainedviolate, conflict with or violate result in any breach of any provision of its articles of incorporation or by-laws or, in the Company Charter Documents or the case of Bid Sub and Merger Sub, their articles of association and organizational documents of any Subsidiary of the Companyregulations, (ii) assuming that each trigger any rights of the consentsfirst refusal, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consentpreemptive rights, authorization preferential purchase or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries similar rights or (iii) assuming that each of the consents consents, approvals, Orders, authorizations, registrations, declarations and notices specified filings referred to in Section 3.3(b)(iii5.3(c) of the Company Disclosure Schedule is are duly obtained or givenmade, as applicable(A) violate or conflict with any Law applicable to Parent, Bid Sub or Merger Sub or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any breach ofprovision of or the loss of any benefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, require an approval or give rise to any a consent or waiver under, result in the cancellation, suspension, non-renewal or termination of or a right of termination, amendment, acceleration termination or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which accelerate the Company or any of its Subsidiaries is a party or any Company Permitperformance required by, or result in the creation of a Lien (any lien, pledge, security interest, charge or other than encumbrance upon any Permitted Lien), upon Permit or any of the properties respective properties, rights, obligations or assets of the Company Parent or any of its SubsidiariesSubsidiaries (other than Permitted Encumbrances) under, other thanany of the terms, in the case conditions or provisions of any Parent Material Contract, except (with respect to clauses (ii) and (iii)) for such triggers, as violations, conflicts, breaches or losses that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect on Parent. (c) No consent, approval, Order or authorization of, waiver from, or registration, declaration, notice or filing with any Governmental Entity is required to be made or obtained by Parent or any of its Subsidiaries at or before the Closing in connection with the execution, delivery and performance of this Agreement or the Merger Agreement by Parent (with respect to this Agreement only), Bid Sub or Merger Sub or the consummation of the transactions contemplated hereby or thereby to which it is a party, except for (i) (A) compliance with applicable requirements of the Securities Act and the Exchange Act, (B) compliance with the pre-merger notification requirements of the HSR Act, (C) notices, applications, filings, authorizations, Orders, approvals and waivers from the Governmental Entities set forth in Section 5.3(c)(i)(C) of the Parent Disclosure Letter which have jurisdiction over enforcement of applicable antitrust or competition Law (other than as set forth in clause (B) above) and such authorizations, Orders or approvals under applicable antitrust or competition laws of other jurisdictions that the Company and Parent determine to be necessary, pursuant to the obligation to identify Additional Antitrust Approvals, as set forth in Section 7.3, (D) notices, applications, filings, authorizations, Orders, approvals and waivers as may be required under applicable Insurance Laws, which are set forth in Section 5.3(c)(i)(D) of the Parent Disclosure Letter (the notices, applications, filings, authorizations, Orders, approvals and waivers described in clauses (A), (B), (C) and (D), the “Parent Transaction Approvals” and, together with the Company Transaction Approvals, the “Transaction Approvals”), (E) the filing with the SEC and the Canadian Securities Regulatory Authorities of such registration statements, prospectuses, reports and other materials as may be required in connection with this Agreement and the transactions contemplated hereby, including the Parent Registration Statement and the Proxy Statement, the Parent Meeting Materials and the obtaining from the SEC of such Orders, approvals and clearances as may be required in connection therewith, (F) compliance with any applicable requirements of the NYSE and the TSX and (G) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various jurisdictions in connection with the issuance of Parent Shares under this Agreement and (ii) any other consent, approval, Order or authorization of, waiver from, or registration, declaration, notice or filing, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. For the avoidance of doubt, the Parent Transaction Approvals do not include any notices, applications, filings, authorizations, Orders, approvals or waivers required to be submitted to or obtained from any Governmental Entities with respect to any acquisition of or investment in Parent, the Company, and/or any of their respective Affiliates by a Person that is not an Affiliate of Parent as of the date of this Agreement.

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary Company, subject only to authorize the execution approval and delivery of, and performance by, the Company under adoption of this Agreement and the plan approval of merger set forth in the Merger by the Company's stockholders and the filing of the Certificate of Merger pursuant to Delaware Law. A vote of the holders of a majority of the outstanding shares of the Company Common Stock is sufficient for the Company's stockholders to approve and adopt this Agreement and approve the consummation by it of the TransactionsMerger. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) . The execution and delivery of this Agreement by the Company does not, and neither the consummation performance of this Agreement by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willwill not, (i) assuming conflict with or violate the Company Shareholder Approval is obtainedCharter Documents, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the Merger by the Company's stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.4(b) below, conflict with or violate any provision of the Company Charter Documents law, rule, regulation, order, judgment or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law decree applicable to the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its subsidiaries or any of their respective properties is bound or affected, or (iii) assuming that each of the consents and notices specified except as set forth in Section 3.3(b)(iiiPart 2.4(a) of the Company Disclosure Schedule is obtained or given, as applicable, Schedules result in any material breach of, of or constitute a material default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon material lien or Encumbrance on any of the material properties or assets of the Company or any of its Subsidiariessubsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other thaninstrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective assets are bound or affected. Part 2.4(a) of the Company Schedules lists all consents, waivers and approvals under any of the Company's material agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the case aggregate not obtained, would result in a material loss of clauses benefits to the Company, Parent or the Surviving Corporation as a result of the Merger. (b) Except as set forth in Part 2.4(b) of the Company Schedules, no consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic ("GOVERNMENTAL ENTITY"), is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Prospectus/Proxy Statement (as defined in Section 2.19) with the Securities and Exchange Commission ("SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), and the securities or antitrust laws of any foreign country, and (iii)iv) such other consents, as authorizations, filings, approvals and registrations which if not obtained or made would not reasonably be expected material to the Company or Parent or have a Company Material Adverse Effectmaterial adverse effect on the ability of the parties hereto to consummate the Merger.

Authority; Non-Contravention. (a) The Company Seller has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalAgreement, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement by Seller and the consummation by Seller and the Sale Entities of the TransactionsContemplated Transactions have been duly authorized by all necessary corporate action, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company Seller or any Sale Entity is necessary to authorize the execution and execution, delivery of, and performance by, the Company under by Seller or any Sale Entity of this Agreement and the plan of merger set forth in this Agreement and or the consummation by it of the Contemplated Transactions. . (b) This Agreement has been duly executed and delivered by the Company Seller and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except that such enforceability (Ai) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (Bii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “Bankruptcy and Equity Exception”). (bc) The execution and delivery by Seller of this Agreement by and the Company Ancillary Agreements does not, and neither the consummation by the Company Seller of the Contemplated Transactions nor compliance by the Company Seller with any of the terms or provisions hereof will, : (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision terms, conditions or provisions of the Company Charter Organizational Documents of Seller or the organizational documents of any Subsidiary of the Company, Sale Entities; (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminatedexpired, violate any Law applicable to Seller or the Company or Sale Entities, other than any of its Subsidiaries or violation that would not reasonably be expected to be material to the Sale Entities, taken as a whole; or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iiiSchedule 5.2(b) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or any right to any payment or loss of benefit first refusal under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its SubsidiariesSale Entities, other thanthan any breach, in the case of clauses (ii) and (iii), as default right or Lien that would not reasonably be expected to have be material to the Sale Entities, taken as a Company Material Adverse Effectwhole.

Authority; Non-Contravention. (a) The Company It has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Required Parent Vote (in the case of Parent) or the Required Company Shareholder ApprovalVote (in the case of the Company), to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby to which it is a party. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement by it and the consummation of the Transactions, transactions contemplated hereby to which it is a party have been duly authorized by all necessary corporate action on its part and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action proceedings on the its part of the Company is are necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and or to consummate the plan transactions contemplated hereby, subject to the Required Parent Vote (in the case of merger set forth Parent) or the Required Company Vote (in this Agreement and the consummation by it case of the TransactionsCompany). This Agreement has been duly executed and delivered by it and (assuming the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, ) constitutes a legal, valid and binding obligation of the Companyit, enforceable against the Company it in accordance with its terms, except that such enforceability (A) may be to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or applicability relating to the enforcement of or affecting creditors’ rights generally and (B) is subject to general equitable principles of equity, (whether considered in a proceeding at law or in equity (equity). The Required Parent Vote, in the “Bankruptcy case of Parent, and Equity Exception”)the Required Company Vote, in the case of the Company, as applicable, is the only vote of the holders of any class or series of its share capital or other securities necessary to approve this Agreement or approve the transactions to which it is a party contemplated hereby. (b) The execution Neither the execution, delivery and delivery performance of this Agreement by the Company does not, and neither it nor the consummation by the Company of the Transactions transactions contemplated hereby to which it is a party, nor compliance by the Company it with any of the terms or provisions hereof willhereof, will (i) assuming the Company Shareholder Approval is obtainedviolate, conflict with or violate result in any breach of any provision of (A) in the Company Charter Documents case of the Company, its memorandum of association or bye-laws (as they may be or have been amended or otherwise modified under the Bye-Law Amendment) or the equivalent organizational documents of any Subsidiary of its Subsidiaries, (B) in the Companycase of Parent its articles of incorporation or by-laws or the equivalent organizational documents of any of its Subsidiaries or (C) in the case of Merger Sub, its memorandum of association or bye-laws, (ii) trigger any rights of first refusal, preemptive rights, preferential purchase or similar rights or (iii) assuming that each of the consents, authorizations approvals, orders, authorizations, registrations, declarations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 3.3(c) are duly obtained or made and any applicable waiting periods referred to therein have expired the Required Parent Vote (in the case of Parent) or been terminatedthe Required Company Vote (in the case of the Company), as applicable, is obtained, (A) violate any Law applicable to the Company it or any of its Subsidiaries or any of their respective properties or assets or (iiiB) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or givenviolate, as applicableconflict with, result in a breach of any breach ofprovision of or the loss of any benefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, require an approval or give rise to any a consent or waiver under, result in the cancellation, suspension, non-renewal or termination of or a right of termination, amendment, acceleration termination or cancellation ofunder, accelerate the performance required by, or right to result in the creation of any payment lien, pledge, security interest, charge or loss other encumbrance upon any Permit or any of benefit the respective properties, rights, obligations or assets of it or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, note, mortgage, indenture, lease, Parent Benefit Plan (in the case of Parent) or Company Material Contract Benefit Plan (in the case of the Company) or other agreement, obligation or instrument to which the Company it or any of its Subsidiaries is a party party, or by which they or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any of the their respective properties or assets of the Company may be bound or any of its Subsidiariesaffected, other than, in the case of except (with respect to clauses (ii) and (iii)) for such triggers, as violations, conflicts, breaches or losses that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (c) No consent, approval, order or authorization of, waiver from, or registration, declaration, notice or filing with any Governmental Entity is required to be made or obtained by it or any of its Subsidiaries at or before the Closing in connection with the execution, delivery and performance of this Agreement by it or the consummation of the transactions contemplated hereby to which it is a party, except for (i)(A) the filing of the Merger Application and related attachments with the Registrar, (B) the written notification from the Bermuda Monetary Authority confirming that the Bermuda Monetary Authority has no objection to the Merger, (C) approvals or filing under all applicable laws of Bermuda, including the Exchange Control Xxx 0000 and related regulations and the Insurance Xxx 0000, as amended, of Bermuda, (D) compliance with applicable requirements of the Securities Act and the Exchange Act, (E) compliance with the pre-merger notification requirements of the HSR Act, (F) as set forth in Section 3.3(c)(i)(F) of its Disclosure Letter with respect to any Governmental Entity with jurisdiction over enforcement of any applicable antitrust or competition Law (other than as set forth in clause (E) above), (G) notices, applications, filings, authorizations, orders, approvals and waivers as may be required under applicable Insurance Laws, which are set forth in Section 3.3(c)(i)(G) of its Disclosure Letter (the notices, applications, filings, authorizations, orders, approvals and waivers described in clauses (D), (E), (F) and (G), the “Transaction Approvals”), (H) the filing with the SEC of such registration statements, prospectuses, reports and other materials as may be required in connection with this Agreement and the transactions contemplated hereby, including the Parent Registration Statement and the Joint Proxy Statement/Prospectus, and the obtaining from the SEC of such orders, approvals and clearances as may be required in connection therewith, (I) in the case of the Company, compliance with any applicable requirements of the NASDAQ Global Select Market, (J) in the case of Parent, compliance with any applicable requirements of the NYSE and (K) in the case of Parent, such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various jurisdictions in connection with the issuance of Parent Common Shares under this Agreement and (ii) any other consent, approval, order or authorization of, waiver from, or registration, declaration, notice or filing, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Company and no other corporate proceedings on the part of Company is are necessary to authorize the execution and delivery ofof this Agreement or to consummate the Merger and the transactions contemplated hereby, subject only to (i) the approval and performance by, the Company under adoption of this Agreement and the plan approval of merger set forth in the Merger by Company’s stockholders as required by Delaware Law (the “Company Stockholder Approvals”), and (ii) the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is sufficient for Company’s stockholders to approve and adopt this Agreement and approve the Merger, and no other approval of any holder of any securities of Company is required in connection with the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoParent and Merger Sub, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company does not, and neither the consummation performance of this Agreement by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willwill not, (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the CompanyDocuments, (ii) assuming that each of subject to obtaining the consents, authorizations Company Stockholder Approvals and approvals referred to compliance with the requirements set forth in Section 3.4 and the Company Shareholder Approval are obtained (and 2.4(c), conflict in any condition precedent to any such consent, authorization material respect with or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law material Legal Requirement applicable to the Company or any of its Subsidiaries subsidiaries or by which Company or any of its subsidiaries or any of their respective material properties is bound or affected, or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any material breach of, of or constitute a material default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or materially impair Company’s or any of its subsidiaries’ rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon material Encumbrance on any of the material properties or assets of the Company or any of its Subsidiariessubsidiaries pursuant to, other thanany material Contract to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or its or any of their respective material assets are bound or affected, in each case that is material to Company. Part 2.4(b) of the case Company Disclosure Letter lists all consents, waivers and approvals under any of clauses Company’s or any of its subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would reasonably be likely to materially affect the ability of Parent to conduct Company’s business as currently conducted. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic (“Governmental Entity”) or other person, is required to be obtained or made by Company or any of its subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Company is qualified to do business, (ii) the filing of the Proxy Statement/Prospectus (as defined in Section 2.18) and a Schedule 13D with regard to the Parent Voting Agreements with the Securities and Exchange Commission (“SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the effectiveness of the Registration Statement (as defined in Section 2.18), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the securities or antitrust laws of any foreign country (“Necessary Consents”) and (iii)iv) such other consents, as orders or authorizations of, filings, approvals, declarations or filings with any Governmental Entity which if not obtained or made would not reasonably be expected likely to have a Company Material Adverse Effectmaterially affect the ability of the parties to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of such requirement.

Authority; Non-Contravention. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining approval of this Agreement by the Company Shareholder Approvalstockholders of the Company, to perform its obligations hereunder and to consummate the TransactionsMerger and the transactions contemplated by this Agreement. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests delivery of this Agreement by the Company and its shareholders for the consummation by the Company to enter into this Agreement, (ii) adopting of the plan of merger set forth in Merger and the transactions contemplated by this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company, subject only to the receipt of the Stockholder Approval. The only vote of the stockholders of the Company is necessary to authorize approve this Agreement, the execution and delivery ofRelated Agreements, and performance by, the Company under transactions contemplated by this Agreement and the plan of merger set forth in this Agreement and Related Agreements is the consummation by it of the TransactionsStockholder Approval. This Agreement The Company has been duly executed and delivered by this Agreement and (assuming the Company and, assuming due valid authorization, execution and delivery hereof of this Agreement by the other parties heretoParent and Sub, as applicable) this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (A) may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or applicability relating to the enforcement of or affecting creditors’ rights generally and general equity principles. The Board of Directors has unanimously determined that the transactions contemplated by this Agreement, including the Merger, and the Related Agreements, are advisable and fair to, and in the best interest of, the Company and its stockholders, adopted this Agreement, approved the execution of this Agreement, approved and declared advisable the Merger, and resolved to recommend adoption of this Agreement by the holders of shares of Company Common Stock (B) is subject to general principles of equity, whether considered its right to change its recommendation in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”accordance with this Agreement). (b) The execution and delivery of this Agreement by and/or any of the Company Related Agreements does not, and neither the consummation by the Company of the Transactions nor Merger and compliance by with the Company with any of the terms or provisions hereof willand thereof will not, (i) assuming conflict with, or result in any violation of, the Company Shareholder Approval is obtained, conflict with certificate of incorporation or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary by-laws of the Company, (ii) assuming that each conflict with, or result in any violation of organizational documents of any of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each Subsidiaries of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminatedCompany, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration or cancellation of, or right to of any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permitobligation, or result in the creation of a any Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries under, or impair the Company’s or any of its Subsidiaries’ rights under, or alter the rights of a third party under, any provision of any agreement, note, bond, mortgage, indenture, lease or other contractual obligation (each, a “Contract”) binding on the Company or any of its Subsidiaries or any of their properties or assets (each, a “Company Contract”), except for any such violation, breach, default or right of termination, cancellation or acceleration or Lien as to which requisite waivers or consents have been obtained or (iv) assuming that the Registrations and Consents set forth in Section 3.3(c) are duly and timely made or obtained and that Stockholder Approval (as defined in Section 7.1(a)) has been duly obtained, violate any foreign, federal, state, local or municipal laws, rules, judgments orders, regulations, statutes, ordinances, codes, decisions, injunctions, orders, decrees or requirements of any Governmental Entity (each a “Law”) applicable to the Company or any of its Subsidiaries or their properties or assets, other than, in the case of clauses (iiiii) and or (iiiiv), as any such conflict, violation, default, termination, cancellation, acceleration or Lien that would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (c) No registration or filing with (each, a “Registration”) or clearance, authorization, consent or approval (each, a “Consent”) of any domestic (federal or state), or foreign court, commission, governmental body, regulatory or administrative agency or other political subdivision thereof (each, a “Governmental Entity”) is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement, the Related Agreements by the Company or the consummation by the Company of the Merger or by the Company of the other transactions contemplated hereby or thereby, except for (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) compliance with the provisions of the Exchange Act and the rules of any national securities exchange, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iv) such as may be required in connection with the Taxes described in Section 6.11 and (v) such other Consents or Registrations the failure of which to be obtained or made would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; Non-Contravention. (a) The Company Each of Parent and Merger Sub has all necessary corporate or limited liability company, as the case may be, power and authority to (as applicable) execute and deliver this Agreement and, subject to obtaining and the Company Shareholder ApprovalCVR Agreements, to perform its their respective obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance by Parent and Merger Sub of (as applicable) this Agreement and the CVR Agreements, and the consummation by Parent and Merger Sub of the TransactionsTransactions (including the issuance of shares of Parent Common Stock in accordance with the Merger), have been duly authorized and approved by their respective board of directors and Manager and adopted by Parent as the sole limited liability company interest holder of Merger Sub, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate or limited liability company action on the part of the Company Parent and Merger Sub or any stockholders of Parent is necessary to authorize the execution and execution, delivery of, and performance by, the Company under by Parent and Merger Sub of (as applicable) this Agreement and the plan of merger set forth in this Agreement CVR Agreements and the consummation by it them of the Transactions. This Agreement has been duly executed and delivered by the Company Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the other parties heretoCompany, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of them in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating subject to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the Company does notexecution and delivery of the CVR Agreements by Parent, and neither nor the consummation by the Company Parent or Merger Sub of the Transactions (including the issuance of shares of Parent Common Stock in accordance with the Merger), nor compliance by the Company Parent or Merger Sub with any of the terms or provisions hereof willhereof, will (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents certificate of incorporation or the organizational documents bylaws or operating agreement of any Subsidiary of the Company, Parent or Merger Sub or (ii) assuming that each of the consentsauthorizations, authorizations consents and approvals referred to in Section 3.4 and the Company Shareholder Approval 4.04 are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 4.04 are made and any applicable waiting periods referred to therein have expired or been terminatedmade, (x) violate any Law Legal Requirement of any Governmental Entity applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company Parent or any of its Subsidiaries, other thanor (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent, Merger Sub or any of their respective Subsidiaries is a party, except, in the case of clauses clause (ii) and (iii), for such violations or defaults as would not not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect, impair in any material respect the ability of Parent or Merger Sub to perform their obligations hereunder or prevent or materially delay consummation of the Transactions (including the issuance of shares of Parent Common Stock in accordance with the Merger). (c) No vote of the holders of any class or series of Parent’s capital stock or other securities is necessary for the consummation by Parent of the Transactions (including the issuance of shares of Parent Common Stock in accordance with the Merger).

Authority; Non-Contravention. (a) The Subject to obtaining the Company Stockholder Approval, the Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining and the other Company Shareholder Approval, to perform its obligations hereunder Transaction Documents and to consummate the Transactions. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the other Company Transaction Documents and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a Transactions have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the TransactionsCompany. This Agreement Each Transaction Document has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof of such Transaction Document by the other parties hereto, constitutes a legal, the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its termsterms subject only to the effect, except that such enforceability if any, of (Ai) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium applicable bankruptcy and other similar laws Applicable Law affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (Bii) is rules of law governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (i) declared that this Agreement and the Transactions upon the terms and subject to general principles the conditions set forth herein, advisable, fair to and in the best interests of equitythe Company and the Company Stockholders, whether considered (ii) approved this Agreement in accordance with Applicable Law and (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative vote of the holders of at least a proceeding majority of the outstanding shares of Company Common Stock is the only vote of the holders of Company Capital Stock necessary to adopt this Agreement and approve the Transactions under the DGCL, the Certificate of Incorporation and the Bylaws, each as in effect at law or in equity the time of such adoption and approval (collectively, the “Bankruptcy and Equity ExceptionCompany Stockholder Approval”). (b) The execution and delivery of this Agreement and the other Company Transaction Documents by the Company does not, and neither the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willwill not, (i) assuming result in the Company Shareholder Approval is obtained, conflict with or violate creation of any provision Encumbrance on any of the Company Charter Documents or the organizational documents material assets of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries the shares of Company Capital Stock or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) other Equity Interests of the Company Disclosure Schedule is obtained or given(ii) conflict with, as applicable, or result in any breach of, violation of or constitute a default under (with or without notice or lapse of time, or both) under), or give rise to any a right of termination, amendment, cancellation or acceleration or cancellation of, or right to of any payment obligation or loss of any benefit under, or require any Company Material consent, approval or waiver from any Person pursuant to, (A) any provision of the Certificate of Incorporation, the Bylaws or other equivalent organizational or governing documents of the Company, in each case as amended to date, (B) any Contract to which of the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon Contract applicable to any of the properties or assets of the Company or (C) any of its SubsidiariesApplicable Law, other than, except in the case of clauses (iiB) and (iiiC), as would not be material to the Company. (c) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the Transactions, except for (i) the filing of the Certificate of Merger with the Secretary of State of the state of Delaware and (ii) those that, if not obtained or made, would not reasonably be expected to have a adversely affect the ability of the Company Material Adverse Effectto consummate the Transactions.

Authority; Non-Contravention. (a) The Company It has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder ApprovalRequired Validus Vote (as defined in Section 3.10(a)) (in the case of Validus) or the Required IPC Vote (as defined in Section 3.10(b)) (in the case of IPC), to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, transactions contemplated hereby have been duly authorized by all necessary corporate action on its part and (iii) resolving no other corporate proceedings on its part are necessary to recommend that the shareholders of the Company approve authorize this Agreement and consummate the plan of merger set forth in this Agreement and directing that this Agreement be submitted transactions contemplated hereby, subject to the shareholders Required Validus Vote (in the case of Validus) or the Company for approval at a duly held meeting Required IPC Vote (in the case of such shareholders for such purpose (the “Company Board Recommendation”IPC). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by it and (assuming the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, ) constitutes a legal, valid and binding obligation of the Companyit, enforceable against the Company it in accordance with its terms, except that such enforceability (A) may be to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or applicability relating to the enforcement of or affecting creditors’ rights generally and (B) is subject to by general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”)equitable principles. (b) The Neither the execution and delivery of this Agreement by the Company does not, and neither it nor the consummation by the Company it of the Transactions transactions contemplated hereby, nor compliance by the Company it with any of the terms or provisions hereof willhereof, will (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents memorandum of association or bye-laws of it (as they may be or have been modified, in the case of IPC, pursuant to the IPC Bye-Law Amendment) or the memorandum of association, bye-laws or equivalent organizational documents of any Subsidiary of the Company, its subsidiaries or (ii) assuming that each of the consents, authorizations approvals, orders, authorizations, registrations, declarations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 3.3(c) are made and any applicable waiting periods referred to therein have expired duly obtained or been terminatedmade, (A) violate any Law applicable to the Company it or any of its Subsidiaries subsidiaries or any of their respective properties or assets or (iiiB) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or givenviolate, as applicableconflict with, result in a breach of any breach ofprovision of or the loss of any benefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the cancellation, suspension, non-renewal or give rise to any termination of or a right of termination, amendment, acceleration termination or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which accelerate the Company or any of its Subsidiaries is a party or any Company Permitperformance required by, or result in the creation of a Lien any lien, pledge, security interest, charge or other encumbrance upon (other than 1) any Permitted LienPermit (as defined in Section 3.5(a), upon ) or (2) any of the respective properties or assets of the Company it or any of its Subsidiariessubsidiaries under, other thanany of the terms, conditions or provisions of any loan or credit agreement, note, mortgage, indenture, lease, Validus Benefit Plan (as defined in Section 8.13(a)) (in the case of clauses Validus) or IPC Benefit Plan (as defined in Section 8.13(a)) (in the case of IPC) or other agreement, obligation or instrument to which it or any of its subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (with respect to clause (ii)) for such violations, conflicts or breaches that have not had and (iii), as would not be reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority, body, agency, official or instrumentality, domestic or foreign, or self-regulatory organization or other similar non-governmental regulatory body (each, a “Governmental Entity”), is required to be made or obtained by it or any of its subsidiaries in connection with the execution and delivery of this Agreement by it or the consummation by it of the transactions contemplated hereby, except for (i) the filing of the Amalgamation Application and related attachments with the Registrar, (ii) the written notification to the Bermuda Monetary Authority regarding Validus’ acquisition of the IPC Common Shares, (iii) such other applications, filings, authorizations, orders and approvals as may be required under applicable Laws (including all applicable Insurance Laws) of any jurisdiction and any approvals thereof, which are set forth in Section 3.3(c) of its Disclosure Letter, (iv) the filing with the SEC of such registrations, prospectuses, reports and other materials as may be required in connection with this Agreement and the transactions contemplated hereby, including the Joint Proxy Statement/ Prospectus (as defined in Section 5.1(a)), and the obtaining from the SEC of such orders as may be required in connection therewith, (v) compliance with any applicable requirements of NASDAQ or the New York Stock Exchange (the “NYSE”), as applicable, (vi) in the case of Validus, such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various jurisdictions in connection with the issuance of the Validus Common Shares pursuant to this Agreement, and (vii) for any other such consent, approval, order or authorization of, or registration, declaration or filings, the failure of which to obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Authority; Non-Contravention. (a) The Company If a natural person, such Seller has all necessary corporate power and authority the requisite legal capacity to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder ApprovalAgreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company BoardIf not a natural person, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in such Seller has the best interests of the Company requisite corporate power and its shareholders for the Company authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and (ii) adopting the plan of merger set forth in this Agreement execution and approving the Company’s execution, delivery and performance of this Agreement by such Seller, the performance by such Seller of its obligations hereunder and the consummation by such Seller of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the Transactionssuch Seller. This Agreement has been duly executed and delivered by the Company such Seller and, assuming the due authorization, execution and delivery hereof by the other parties heretoAlbireo and Company, constitutes a legal, the valid and binding obligation of the Companysuch Seller, enforceable against the Company in accordance with its terms, except that such enforceability (A) may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company such Seller does not, and neither the consummation performance of this Agreement by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof will, (i) assuming the Company Shareholder Approval is obtained, such Seller will not conflict with or violate any provision of Organizational Document or Legal Requirement applicable to such Seller or by which its properties are bound or affected or require the Company Charter Documents or the organizational documents consent of any Subsidiary of the Company, other Person. (iic) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent Such Seller is not subject to any Insolvency Proceedings. (d) If such consentSeller is an Investor, authorization or approval such Seller has been satisfied) and each of will have such immediately available funds as are necessary to pay all amounts due from such Seller to consummate the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), as would not reasonably be expected to have a Company Material Adverse EffectInvestor Subscription.

Authority; Non-Contravention. (a) The Company has all necessary corporate requisite limited liability company power and authority to execute and deliver enter into this Agreement and, subject to obtaining and the other Company Shareholder Approval, to perform its obligations hereunder Transaction Documents and to consummate the Transactions. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the other Company Transaction Documents by the Company and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a Transactions have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate authorized by all necessary limited liability company action on the part of the Company. Each Company is necessary Transaction Document has been, or prior to authorize the execution and delivery ofClosing Date will be, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof of such Company Transaction Document by the other parties hereto, constitutes a legal, the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its termsterms subject only to the effect, except that such enforceability if any, of (Ai) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium applicable bankruptcy and other similar laws Applicable Law affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (Bii) is rules of law governing specific performance, injunctive relief and other equitable remedies. The sole manager of the Company, by resolutions duly adopted (and not thereafter modified or rescinded) has (i) declared that this Agreement and the Transactions, upon the terms and subject to general principles the conditions set forth herein, advisable, fair to and in the best interests of equitythe Company and the Company member, whether considered (ii) approved this Agreement in a proceeding at law or in equity accordance with Applicable Law and (iii) directed that the “Bankruptcy adoption of this Agreement and Equity Exception”)approval of the Transactions be submitted to the sole member of the Company for consideration and recommended that the sole member of the Company adopt this Agreement and approve the Transactions. (b) The execution and delivery of this Agreement and the other Company Transaction Documents, by the Company does not, and neither the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willwill not, (i) assuming result in the Company Shareholder Approval is obtained, conflict with or violate creation of any provision Encumbrance on any of the material assets of the Company Charter Documents or the organizational documents of any Subsidiary of the CompanySubsidiary, (ii) assuming that each of the consentsconflict with, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, violation of or constitute a default under (with or without notice or lapse of time, or both) under), or give rise to any a right of termination, amendment, cancellation or acceleration or cancellation of, or right to of any payment obligation or loss of any benefit under, or require any Company Material Contract to which consent, approval or waiver from any Person pursuant to, (A) the Operating Agreement, or other equivalent organizational or governing documents of the Company or the certificate of incorporation of any of its Subsidiaries is a party or Subsidiary, in each case as amended to date, (B) any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets Contract of the Company or any Subsidiary or any Contract applicable to any of its Subsidiariesmaterial assets, other thanexcept, in the case of clauses this clause (ii) and (iiiB), as where such conflict, violation, default, termination, cancellation or acceleration, individually or in the aggregate, would not reasonably be expected to have a material effect with respect to the Company Material Adverse Effector any Subsidiary, or (C) any Applicable Law. (c) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the Company or any Subsidiary in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the Transactions, except for (i) such filings and notifications as may be required to be made by the Company in connection with the Transactions under the HSR Act and other applicable Antitrust Laws and the expiration or early termination of the applicable waiting period under the HSR Act and other applicable Antitrust Laws and (ii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or to consummate the Transactions in accordance with this Agreement or any other Company Transaction Document and Applicable Law.

Authority; Non-Contravention. (a) The Subject to obtaining the Company Stockholder Approval, the Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a Transactions have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the TransactionsCompany. This Agreement Each Transaction Document has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof of such Transaction Document by the other parties hereto, constitutes a legal, the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its termsterms subject only to the effect, except that such enforceability if any, of (Ai) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium applicable bankruptcy and other similar laws Applicable Law affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (Bii) is rules of law governing specific performance, injunctive relief and other equitable remedies (collectively, the “Enforceability Exceptions”). The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (i) declared that this Agreement and the Transactions, including the Merger, upon the terms and subject to general principles the conditions set forth herein, advisable, fair to and in the best interests of equitythe Company and the Company Stockholders, whether considered (ii) approved this Agreement in accordance with Applicable Law and (iii) directed that the adoption of this Agreement and approval of the principal terms of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (i) the holders of at least a proceeding majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis), (ii) the holders of a majority of the outstanding shares of Company Common Stock (voting as a separate voting class on an as-converted basis) and (iii) the holders of sixty-six and two-thirds percent of the outstanding shares of Company Preferred Stock (voting as a separate voting class) are the only votes of the holders of Company Capital Stock necessary to adopt this Agreement and approve the principal terms of the Merger under the DGCL, the Certificate of Incorporation and the Bylaws, each as in effect at law or in equity the time of such adoption and approval (collectively, the “Bankruptcy and Equity ExceptionCompany Stockholder Approval”). (b) The execution and delivery of this Agreement by the Company does not, and neither the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willwill not, (i) assuming result in the Company Shareholder Approval is obtained, conflict with or violate creation of any provision new Encumbrance on any of the material assets of the Company Charter Documents or, any Subsidiary, taken as a whole, or the organizational documents of any Subsidiary of the Company, shares of Company Capital Stock or (ii) assuming that each of the consentsconflict with, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, violation of or constitute a default under (with or without notice or lapse of time, or both) under), or give rise to any a right of termination, amendment, cancellation or acceleration or cancellation of, or right to of any payment obligation or loss of any benefit under, or require any Company Material Contract to which the Company consent, approval or waiver from any of its Subsidiaries is a party or Person pursuant to, (A) any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any provision of the properties Certificate of Incorporation, the Bylaws or assets other equivalent organizational or governing documents of the Company or any of its Subsidiaries, other thanSubsidiary, in each case as amended to the case Agreement Date, (B) any Material Contract or (C) any Applicable Law, except with respect to clauses (ii)(B) and (ii)(C) only, as would not (1) have a Material Adverse Effect or (2) reasonably be expected to prevent or delay beyond the Outside Date the consummation of clauses the Transactions. (c) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the Transactions, except for (i) compliance with the applicable provisions of the DGCL, (ii) such filings and notifications as may be required to be made by the Company in connection with the Merger and the other Transactions under the HSR Act and the expiration or early termination of the applicable waiting period under the HSR Act and any applicable foreign Antitrust Laws, and (iii)) such other consents, as approvals, Orders, authorizations, registrations, declarations, filings and notices (A) that are not material to the Company or (B) that if not obtained or made would not reasonably be expected to have a Company Material Adverse Effect.

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute enter into this Agreement and deliver this the Merger Agreement and, (i) subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder consummate the transactions contemplated hereby to which it is a party (other than the Merger) and (ii) subject to obtaining the Subsequent Company Shareholder Approval, to consummate the TransactionsMerger. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the Merger Agreement by the Company and the consummation of the Transactions, transactions contemplated hereby and (iii) resolving thereby to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at which it is a party have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth Merger Agreement or to consummate the transactions contemplated hereby or thereby, subject to obtaining the Company Shareholder Approval and, in this Agreement and the consummation by it case of the TransactionsMerger, the Subsequent Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery hereof by the other parties hereto, ) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (A) may be to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or applicability relating to the enforcement of or affecting creditors’ rights generally and (B) is subject to general equitable principles of equity, (whether considered in a proceeding at law or in equity equity). Subject to the terms and conditions of this Agreement, the Merger Agreement will be duly executed and delivered by the Company and (assuming the “Bankruptcy due authorization, execution and Equity Exception”delivery by the other parties thereto) when so executed and delivered, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding at law or in equity). The Required Company Vote is the only vote of the holders of any class or series of the share capital of the Company or other securities necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby (other than the Merger). The Subsequent Company Shareholder Approval is the only vote of the holders of any class or series of the share capital of the Company or other securities necessary to approve the Merger. (b) The execution Neither the execution, delivery and delivery performance of this Agreement or the Merger Agreement by the Company does not, and neither nor the consummation by of the transactions contemplated hereby or thereby to which the Company of the Transactions is a party, nor compliance by the Company with any of the terms or provisions hereof willhereof, will (i) violate, conflict with or result in any breach of any provision of the Company’s articles of association or organizational regulations or the equivalent organizational documents of any of its Subsidiaries, (ii) trigger any rights of first refusal, preemptive rights, preferential purchase or similar rights or (iii) assuming that the consents, approvals, Orders, authorizations, registrations, declarations and filings referred to in Section 4.3(c) are duly obtained or made and the Company Shareholder Approval and the Subsequent Company Shareholder Approval is obtained, (A) violate or conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (iiiB) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or givenviolate, as applicableconflict with, result in a breach of any breach ofprovision of or the loss of any benefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, require an approval or give rise to any a consent or waiver under, result in the cancellation, suspension, non-renewal or termination of or a right of termination, amendment, acceleration termination or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which accelerate the Company or any of its Subsidiaries is a party or any Company Permitperformance required by, or result in the creation of a Lien (any lien, pledge, security interest, charge or other than encumbrance upon any Permitted Lien), upon Permit or any of the properties respective properties, rights, obligations or assets of the Company or any of its SubsidiariesSubsidiaries (other than Permitted Encumbrances) under, other thanany of the terms, in the case conditions or provisions of any Company Material Contract, except (with respect to clauses (ii) and (iii)) for such triggers, as violations, conflicts, breaches or losses that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. (c) No consent, approval, Order or authorization of, waiver from, or registration, declaration, notice or filing with any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries at or before the Closing in connection with the execution, delivery and performance of this Agreement or the Merger Agreement by the Company or the consummation of the transactions contemplated hereby or thereby to which it is a party, except for (i)(A) compliance with applicable requirements of the Securities Act and the Exchange Act, (B) compliance with the pre-merger notification requirements of the HSR Act, (C) notices, applications, filings, authorizations, Orders, approvals and waivers from the Governmental Entities set forth in Section 4.3(c)(i)(C) of the Company Disclosure Letter which have jurisdiction over enforcement of applicable antitrust or competition Law (other than as set forth in clause (B) above) and such authorizations, Orders or approvals under applicable antitrust or competition Laws of other jurisdictions that the Company and Parent determine to be necessary, pursuant to the obligation to identify Additional Antitrust Approvals, as set forth in Section 7.3, (D) notices, applications, filings, authorizations, Orders, approvals and waivers as may be required under applicable Insurance Laws, which are set forth in Section 4.3(c)(i)(D) of the Company Disclosure Letter (the notices, applications, filings, authorizations, Orders, approvals and waivers described in clauses (A), (B), (C) and (D), the “Company Transaction Approvals”), (E) the filing with the SEC of such registration statements, prospectuses, reports and other materials as may be required in connection with this Agreement and the transactions contemplated hereby, including the Parent Registration Statement and the Proxy Statement, and the obtaining from the SEC of such Orders, approvals and clearances as may be required in connection therewith, and (F) compliance with any applicable requirements of the NYSE and (ii) any other consent, approval, Order or authorization of, waiver from, or registration, declaration, notice or filing, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. For the avoidance of doubt, the Company Transaction Approvals do not include any notices, applications, filings, authorizations, Orders, approvals or waivers required to be submitted to or obtained from any Governmental Entities with respect to any acquisition of or investment in Parent, the Company, and/or any of their respective Affiliates by a Person that is not an Affiliate of Parent as of the date of this Agreement.

Authority; Non-Contravention. (a) The Company Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining and the Company Shareholder Approval, to perform its obligations hereunder Related Agreements and to consummate the Transactionstransactions contemplated hereby and thereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the Transactions, transactions contemplated hereby and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a thereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Company Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is necessary sufficient for Parent's stockholders to authorize approve the execution issuance of shares of Parent Common Stock in the Merger and delivery ofpursuant to the Related Agreements, and performance bythe affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote is sufficient for Parent's stockholders to approve the amendment to Parent's Certificate of Incorporation, and no other approval of any holder of any securities of Parent is required in connection with the Company under this consummation of the transactions contemplated hereby. This Agreement and the plan of merger set forth in this Agreement and the consummation by it of the Transactions. This Agreement has Related Agreements have been duly executed and delivered by the Company each of Parent and Merger Sub, as applicable, and, assuming the due authorization, execution and delivery hereof by Company or the other parties heretothereto, constitutes a legal, constitute the valid and binding obligation obligations of the CompanyParent and Merger Sub, respectively, enforceable against the Company Parent and Merger Sub in accordance with its their terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement and the Related Agreements by the Company each of Parent and Merger Sub does not, and neither the consummation performance of this Agreement and the Related Agreements by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willParent and Merger Sub will not, (i) assuming conflict with or violate the Company Shareholder Approval is obtainedParent Charter Documents, (ii) subject to obtaining the Parent Stockholder Approvals and compliance with the requirements set forth in Section 3.4(c), conflict with or violate any provision of the Company Charter Documents law, rule, regulation, order, judgment or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law decree applicable to the Company Parent or Merger Sub or by which any of its Subsidiaries their respective properties is bound or affected, or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or impair Parent's rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, ; or result in the creation of a Lien (other than any Permitted Lien), upon an Encumbrance on any of the properties or assets of the Company Parent or Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of its Subsidiariestheir respective properties are bound or affected, other thanexcept, in the case of clauses (ii) and (iii), as for such conflicts, violations, breaches, defaults, impairments, or rights which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on Parent. Part 3.4(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would have a Material Adverse Effect on Parent, -28- 33 Company or the Surviving Corporation as a result of the Merger or would materially and adversely affect Parent's Intellectual Property. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Proxy Statement/Prospectus and the Registration Statement with the SEC and a Schedule 13D with regard to the Company Voting Agreements in accordance with the Securities Act and the Exchange Act, and the effectiveness of the Registration Statement, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the HSR Act and the securities or antitrust laws of any foreign country, and (iv) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on Parent or the Surviving Corporation or have a material adverse effect on the ability of the parties hereto to consummate the Merger.

Authority; Non-Contravention. (a) The Company has all necessary the requisite corporate power and authority to (i) execute and deliver this Agreement and, subject to obtaining and the Company Shareholder Approval, to Related Agreements; (ii) perform its covenants and obligations hereunder and to thereunder; and (iii) consummate the Transactions. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests delivery of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Related Agreements by the Company’s execution, delivery the performance by the Company of its covenants and performance of this Agreement obligations hereunder and thereunder, and the consummation of the Transactions, have been duly authorized and (iii) resolving to recommend that approved by the shareholders Board, and except for the filing of the Company approve this Agreement and Certificate of Designations with the plan Secretary of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders State of the Company for approval at a duly held meeting State of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder ApprovalDelaware, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of, and performance by, by the Company under of this Agreement and the plan Related Agreements, the performance by the Company of merger set forth in this Agreement its covenants and obligations and the consummation by it of the Transactions. This Agreement has been and the Related Agreements executed contemporaneous herewith have been, and the other Related Agreements will be on the Closing Date, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoInvestor, constitutes (or will on the Closing Date constitute, with respect to the Related Agreements) a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (A) such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general application Laws affecting or relating to the enforcement of creditors’ rights generally and (B) is equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equitythe court before which any proceeding therefor may be brought (such exceptions in clauses (A) and (B), whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”). (b) The execution and delivery of this Agreement and the Related Agreements by the Company does notCompany, and neither the consummation performance by the Company of its covenants and obligations hereunder and thereunder, and the consummation of the Transactions nor compliance by the Company with any of the terms or provisions hereof will, do not and would not reasonably be expected to (i) assuming the Company Shareholder Approval is obtained, violate or conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, Documents; (ii) violate, conflict with, result in the breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) pursuant to, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration pursuant to (A) any material loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract or other agreement, arrangement or understanding (each, a “Contract”) to which the Company or any of its Subsidiaries is a party, including the Material Contracts, or (B) Company Term Loan Credit Agreement, Company ABL Credit Agreement, Company Convertible Notes, the Warrant Agreement, the Company Emergence Warrants, the Company Warrant Transactions, or the PBGC Settlement Agreement; (iii) assuming that each of the consents, authorizations and approvals Governmental Authorizations referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 3.04 are made and any applicable waiting periods referred to therein have expired or been terminatedobtained, violate or conflict with any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to by which the Company or any of its Subsidiaries is a party their properties or any Company Permit, assets are bound; or (iv) result in the creation of a any Lien (other than any Permitted Lien), Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, other than, except in the case of each of clauses (iiii)(A), (iii) and (iii)iv) for such violations, as conflicts, breaches, defaults, terminations, accelerations or liens that have not had, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or materially impede or delay the consummation of the Transactions.

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining and the other Company Shareholder Approval, to perform its obligations hereunder Transaction Documents and to consummate the Transactions. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the other Company Transaction Documents and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a Transactions have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the TransactionsCompany. This Agreement Each Transaction Document has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof of such Transaction Document by the other parties hereto, constitutes a legal, the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its termsterms subject only to the effect, except that such enforceability if any, of (i) applicable bankruptcy and other similar Applicable Laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (A) may be limited by bankruptcydeclared that this Agreement and the Transactions, insolvencyincluding the Stock Purchase, fraudulent transfer, reorganization, moratorium upon the terms and other similar laws of general application affecting or relating subject to the enforcement conditions set forth herein, advisable, fair to and in the best interests of creditors’ rights generally the Company and the Company Stockholders and (B) approved this Agreement in accordance with Applicable Law. No vote of the holders of Company Capital Stock is subject necessary to general principles adopt this Agreement and approve the Stock Purchase under the DGCL or the Articles of equityAssociation, whether considered each as in a proceeding at law or in equity (effect as of the “Bankruptcy and Equity Exception”)Agreement Date. (b) The execution and delivery of this Agreement and the other Company Transaction Documents by the Company does not, and neither the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willwill not, (i) assuming result in the Company Shareholder Approval is obtained, conflict with or violate creation of any provision Encumbrance on any of the Company Charter Documents or the organizational documents material assets of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Group Company or any of its Subsidiaries the shares of Company Capital Stock or (iiiii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained conflict with, or given, as applicable, result in any breach of, violation of or constitute a default under (with or without notice or lapse of time, or both) under), or give rise to any a right of termination, amendmentcancellation or acceleration of any obligation or loss of any benefit under, acceleration or cancellation require any consent, approval or waiver from any Person pursuant to, (A) any provision of the Articles of Association, the Bylaws or other equivalent organizational or governing documents of any Group Company, in each case as amended to date, (B) any Material Contract or (C) any Applicable Law. (c) No consent, approval, Order or authorization of, or right registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to any payment or loss Group Company in connection with the execution and delivery of benefit under, any Company Material Contract to which the Company this Agreement or any of its Subsidiaries is a party other Company Transaction Document or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any consummation of the properties Transactions, except for such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or assets of the Company or any of its Subsidiariesmade, other thanwould not adversely affect, in the case of clauses (ii) and (iii), as would not reasonably be expected to adversely affect, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or to consummate the Transactions in accordance with this Agreement or any other Company Transaction Document and Applicable Law. (d) The Company, the Board and the Company Stockholders have a taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the organizational or governing documents of the Company Material Adverse Effectwill not be applicable to any of Purchaser or the Company, or to the execution, delivery, or performance of this Agreement or to the Transactions.

Authority; Non-Contravention. (a) The Board of Directors of the Company has all necessary corporate power declared the Merger and authority to execute and deliver the adoption of this Agreement andadvisable, subject fair to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for stockholders, and the Company has all requisite corporate power and corporate authority to enter into this AgreementAgreement and, (ii) adopting subject to the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance adoption of this Agreement by the stockholders of the Company, to consummate the transactions contemplated hereby. The Company has caused the Board of Directors of Life Sciences to approve the Spin-Off and the Spin-Off Agreements. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company, subject to the adoption of this Agreement by the stockholders of the Company. The only votes of the holders of any class or series of Company is capital stock necessary to authorize the execution and delivery of, and performance by, the Company under adopt this Agreement and are the plan of merger set forth in this Agreement and the consummation by it affirmative votes of the Transactionsholders of a majority of the outstanding shares of Common Stock. This Agreement has been duly executed and delivered by the Company and, and (assuming due the valid authorization, execution and delivery hereof of this Agreement by Purchaser and Sub, as applicable, and adoption of this Agreement by the other parties hereto, stockholders of the Company) constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that such as the enforceability (A) thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ ' rights generally and (B) is subject to or by general principles of equity. Except as set forth in the Company Disclosure Letter, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company does not, and neither the consummation by the Company of the Transactions nor transactions contemplated hereby and compliance by with the Company with any of the terms or provisions hereof will, (i) assuming the Company Shareholder Approval is obtainedwill not, conflict with with, or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligation or cancellation of, or right to any payment or the loss of a material benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien)lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its SubsidiariesSubsidiaries under, any provision of (i) the certificate of incorporation, by-laws or other organizational documents of the Company or any of its Subsidiaries (true and complete copies of which as of the date hereof have been delivered to Purchaser), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, other thanagreement or instrument, permit, concession, franchise or license applicable to the Company or any of its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses clause (ii) or (iii) above for such conflicts, violations, defaults, rights, losses or liens as would not, either individually or in the aggregate, result in a Material Adverse Effect on the Company. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the provisions of the Securities Act of 1933, as amended (the "SECURITIES ACT"), (ii) compliance with the provisions of the Exchange Act, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) compliance with any applicable requirements of the Internal Revenue Service or any state taxing authority, (v) compliance with any applicable Blue Sky Laws, (vi) filings required by the HSR Act, (vii) those matters including but not limited to, regulatory consents, approvals and waivers, specified in the Company Disclosure Letter, and (iii)viii) such other consents, as orders, authorizations, registrations, declarations and filings of non-Governmental Entities the failure of which to be obtained or made would not reasonably be expected to not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company, materially impair the ability of the Company and its Subsidiaries to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. (a) The Company Parent has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Parent and Merger Sub (including, in the Company is necessary case of Merger Sub, all shareholder action by Parent as its sole stockholder), subject only to authorize the execution approval of the issuance of the shares of Parent Common Stock pursuant to the Merger and delivery ofapproval of an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, subject to and upon consummation of the Merger, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it filing of the TransactionsCertificate of Merger pursuant to Delaware Law. The vote in favor of such issuance and an amendment to Parent's Certificate of Incorporation by TCI Internet Holdings, Inc. ("TCI") is currently sufficient, and, to the extent TCI shall not have breached the Parent Voting Agreement to which it is a party and to the extent such Parent Voting Agreement shall not have terminated by its terms, will be sufficient at the time of the Parent Stockholders Meeting, for Parent's stockholders to approve such issuance and amendment. This Agreement has been duly executed and delivered by the Company andParent and Merger Sub, and assuming due authorization, execution and delivery hereof by the other parties heretoCompany, constitutes constitute a legal, valid and binding obligation of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its their respective terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) . The execution and delivery of this Agreement by the Company does Parent and Merger Sub do not, and neither the consummation performance of this Agreement by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willParent and Merger Sub will not, (i) assuming subject to the Company Shareholder Approval is obtainedapproval of an amendment to Parent's Certificate of Incorporation to appropriately increase the authorized number of shares of Parent Common Stock, conflict with the Parent Charter Documents, (ii) subject to obtaining the approval by Parent's stockholders of the issuance of the shares of Parent Common Stock pursuant to the Merger and an amendment to Parent's Certificate of Incorporation to appropriately increase the authorized number of shares of Parent Common Stock as contemplated in Section 5.3 and compliance with the requirements set forth in Section 3.4(b) below, conflict with or violate any provision of the Company Charter Documents law, rule, regulation, order, judgment or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law decree applicable to the Company Parent or any of its Subsidiaries subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties are bound or affected, or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any material breach of, of or constitute a material default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or impair Parent's rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon material Encumbrance on any of the material properties or assets of the Company Parent or any of its Subsidiariessubsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other thaninstrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective assets are bound or affected. Merger Sub was formed for the purpose of consummating the Merger and has no material assets or liabilities. Part 2.4(a) of the Parent Schedules lists all consents, waivers and approvals under any of the Company's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the case aggregate not obtained, would result in a material loss of clauses benefits to Parent as a result of the Merger. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity, is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, (iii) the filing of the Registration Statement and the Prospectus/Proxy Statement and a Schedule 13D with regard to the Company Voting Agreements and the Stock Option Agreement in accordance with the Securities Act and the Exchange Act, as the case may be, and the effectiveness of the Registration Statement, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the HSR Act, and the securities or antitrust laws of any foreign country, and (iii)v) such other consents, as authorizations, filings, approvals and registrations which if not obtained or made would not reasonably be expected material to Parent or have a Company Material Adverse Effectmaterial adverse effect on the ability of the parties hereto to consummate the Merger.

Authority; Non-Contravention. (a) The Company has Investors have all necessary corporate power and authority to execute and deliver this Agreement and, subject and the other Transaction Documents to obtaining the Company Shareholder Approval, which they are a party and to perform its their respective obligations hereunder and thereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance by the Investors of this Agreement and the other Transaction Documents and the consummation by the Investors of the Transactions, Transactions have been duly authorized and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate approved by all necessary action on the part of the Company Investors, and no further action, approval or authorization by any of their respective partners, is necessary to authorize the execution and execution, delivery of, and performance by, by the Company under Investors of this Agreement and the plan of merger set forth in this Agreement other Transaction Documents and the consummation by it the Investors of the Transactions. This Agreement has been duly executed and delivered by the Company Investors and, assuming due authorization, execution and delivery hereof by the other parties heretoCompany, constitutes a legal, valid and binding obligation of the CompanyInvestors, enforceable against the Company Investors in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The Neither the execution and delivery of this Agreement or the other Transaction Documents by the Company does notInvestors, and neither nor the consummation by the Company of the Transactions by the Investors, nor performance or compliance by the Company Investors with any of the terms or provisions hereof willor thereof, will (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents limited partnership agreement or the other comparable organizational documents of any Subsidiary of the CompanyInvestors, or (ii) assuming that each of the consentsauthorizations, authorizations consents and approvals referred to in Section 3.4 and the Company Shareholder Approval 4.03 are obtained at or prior to the Closing Date (other than the authorizations, consents and any condition precedent approvals referred to any such consentin Section 4.03(b), authorization or approval has been satisfiedwhich are to be obtained following the Closing in accordance with Section 5.01) and each of the filings referred to in Section 3.4 4.03 are made and any applicable waiting periods with respect to such filings have terminated or expired at or prior to the Closing Date (other than the filings referred to therein have expired in Section 4.03(b), which are to be made and any waiting periods thereunder are to terminate or been terminatedexpire following the Closing in accordance with Section 5.01), (x) violate any Law or Judgment applicable to the Company or any of its Subsidiaries Investors or (iiiy) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, violate or constitute a default (or constitute an event which, with or without notice or lapse of time, time or both, would violate or constitute a default) underunder any of the terms, conditions or give rise to provisions of any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is Investors are a party or accelerate the Investors’ obligations under any Company Permitsuch Contract, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries, other thanexcept, in the case of clauses clause (ii) and (iii), as would not not, individually or in the aggregate, reasonably be expected to have a Company an Investor Material Adverse Effect.

Authority; Non-Contravention. (a) The Company Investor has all necessary corporate power and authority to execute and deliver this Agreement and, subject and the other Transaction Documents to obtaining the Company Shareholder Approval, which it is a party and to perform its obligations hereunder and thereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance by the Investor of this Agreement and the other Transaction Documents and the consummation by the Investor of the Transactions, Transactions have been duly authorized and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate approved by all necessary action on the part of the Company Investor, and no further action, approval or authorization by any of its partners, is necessary to authorize the execution and execution, delivery of, and performance by, by the Company under Investor of this Agreement and the plan of merger set forth in this Agreement other Transaction Documents and the consummation by it the Investor of the Transactions. This Agreement has been duly executed and delivered by the Company Investor and, assuming due authorization, execution and delivery hereof by the other parties heretoCompany, constitutes a legal, valid and binding obligation of the CompanyInvestor, enforceable against the Company Investor in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The Neither the execution and delivery of this Agreement or the other Transaction Documents by the Company does notInvestor, and neither nor the consummation by the Company of the Transactions by the Investor, nor performance or compliance by the Company Investor with any of the terms or provisions hereof willor thereof, will (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents certificate of incorporation, bylaws or the other comparable organizational documents of any Subsidiary of the CompanyInvestor, or (ii) assuming that each of the consentsauthorizations, authorizations consents and approvals referred to in Section 3.4 and the Company Shareholder Approval 4.03 are obtained at or prior to the Closing Date (other than the authorizations, consents and any condition precedent approvals referred to any such consentin Section 4.03(b), authorization or approval has been satisfiedwhich are to be obtained following the Closing in accordance with Section 5.01) and each of the filings referred to in Section 3.4 4.03 are made and any applicable waiting periods with respect to such filings have terminated or expired at or prior to the Closing Date (other than the filings referred to therein have expired in Section 4.03(b), which are to be made and any waiting periods thereunder are to terminate or been terminatedexpire following the Closing in accordance with Section 5.01), (x) violate any Law or Judgment applicable to the Company or any of its Subsidiaries Investor or (iiiy) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, violate or constitute a default (or constitute an event which, with or without notice or lapse of time, time or both, would violate or constitute a default) underunder any of the terms, conditions or give rise to provisions of any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries Investor is a party or accelerate the Investor’s obligations under any Company Permitsuch Contract, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries, other thanexcept, in the case of clauses clause (ii) and (iii), as would not not, individually or in the aggregate, reasonably be expected to have a Company an Investor Material Adverse Effect.

Authority; Non-Contravention. (a) The Company Buyer has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalAgreement, to perform its their respective obligations hereunder and to consummate the Contemplated Transactions. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests delivery of the Company and its shareholders for the Company to enter into performance by Buyer under this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation by Buyer of the Contemplated Transactions, have been duly authorized and (iii) resolving to recommend that the shareholders of the Company approve this Agreement approved by all necessary corporate action by Buyer, and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company Buyer is necessary to authorize the execution and delivery of, of and performance by, the Company by Buyer under this Agreement and the plan of merger set forth in this Agreement and the consummation by it Buyer of the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company Buyer and, assuming due authorization, execution and delivery hereof by the other parties heretoSellers, constitutes a legal, valid and binding obligation of the CompanyBuyer, enforceable against the Company each of them in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating subject to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). No vote or approval of the holders of any class or series of capital stock of Buyer is necessary to adopt or approve this Agreement and the Contemplated Transactions. (b) The execution and delivery of this Agreement by the Company Buyer does not, not and neither the consummation by the Company Buyer of the Transactions Contemplated Transactions, nor compliance by the Company Buyer with any of the terms or provisions hereof willhereof, will (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Organizational Documents of Buyer, in each case as amended to the date of this Agreement or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained 4.2(b) (and any condition precedent to any such consent, authorization or approval has been satisfied) is obtained or given, as applicable, and each of the filings referred to in Section 3.4 4.2(b) are made and any applicable waiting periods referred to therein have expired or been terminatedexpired, violate any Law applicable to the Company or any of its Subsidiaries Buyer or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, or constitute a default (with or without notice or lapse of time, time or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries Buyer is a party or any Company Permitparty, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries, other thanexcept, in the case of clauses (ii) and (iii), as would not reasonably be expected to have a Company Buyer Material Adverse Effect.

Authority; Non-Contravention. (a) The Company Seller has all necessary corporate full legal right, power and authority required to enter into, execute and deliver this Agreement and, subject and each and every agreement and instrument contemplated hereby to obtaining which the Company Shareholder Approval, Seller is or will be a party and to perform its fully the Seller's obligations hereunder and to consummate the Transactionsthereunder. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all corporate action on the part of the Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the TransactionsSeller. This Agreement has been duly executed and delivered by the Company and, Seller and (assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, ) this Agreement will be the valid and binding obligation of the Company, Seller enforceable against the Company Seller in accordance with its terms, except that such enforceability . Neither the execution and delivery by the Seller of this Agreement nor the consummation of the transactions contemplated hereby and the performance by the Seller of this Agreement in accordance with its terms and conditions will: (Aa) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of general application affecting or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). Seller; (b) The execution if the Consents (as defined below) set forth on Schedule 3.2 are obtained, violate any law, statute, rule or regulation (collectively, Legal Requirements) or order, judgment, writ, injunction, determination, award or decree (collectively, Orders) of any foreign, federal, state, municipal or other court or governmental department, commission, board, bureau, agency or instrumentality (each, a Governmental Entity) applicable to the Seller or to the Shares; (c) require the Seller to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other person (collectively, Consents), except for filings and delivery other applicable requirements under the Hxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of this Agreement by 1976, as amended (the Company does notHSR Act), and neither other Consents set forth on Schedule 3.2; (d) if the consummation by Consents set forth on Schedule 3.2 are obtained, violate, conflict with or result in the Company breach of the Transactions nor compliance by the Company with any of the terms or provisions hereof will, (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicableconditions of, result in a modification of the effect of, otherwise cause the termination of or give any breach ofother contracting party the right to terminate, or constitute a default (or with or without notice or lapse of time, time or bothboth constitute) under, a default (or give rise to any right of termination, amendment, acceleration cancellation or cancellation of, or right to any payment or loss of benefit acceleration) under, any Company Material Contract of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Seller is a party or any Company Permitby or to which the Seller is or the Shares may be bound or subject; or (e) if the Consents set forth on Schedule 3.2 are obtained, or result in the creation of a any Lien (other than any Permitted Lien), upon any of on the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), as would not reasonably be expected to have a Company Material Adverse EffectShares.

Authority; Non-Contravention. (a) The Company Buyer has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated thereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests delivery of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement Transaction Documents and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated thereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the TransactionsBuyer. This Agreement has been duly executed and delivered by the Company Buyer and, assuming the due authorization, execution and delivery hereof of this Agreement by the other parties hereto, constitutes a legal, the valid and binding obligation of the Company, Buyer enforceable against the Company Buyer in accordance with its terms, except that such enforceability subject only to the effect, if any, of (Ai) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium applicable bankruptcy and other similar laws Applicable Law affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (Bii) is subject to general principles rules of equitylaw governing specific performance, whether considered in a proceeding at law or in equity (the “Bankruptcy injunctive relief and Equity Exception”)other equitable remedies. (b) The execution and delivery of this Agreement and the Transaction Documents by the Company Buyer does not, and neither the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof will, (i) assuming the Company Shareholder Approval is obtainedtransactions contemplated thereby will not, conflict with with, or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach violation of, or constitute a default under (with or without notice or lapse of time, or both) under), or give rise to any a right of termination, amendmentcancellation or acceleration of any obligation or loss of a benefit under, acceleration or require any consent, approval or waiver from any Person pursuant to, (i) any provision of the articles or certificate of incorporation, as applicable, or bylaws or other equivalent organizational or governing documents of Buyer, in each case as amended to date, and each in full force and effect on the date hereof or (ii) Applicable Law, except where such conflict, violation, default, termination, cancellation or acceleration, individually or in the aggregate, would not be material to Buyer’s ability to consummate the Transactions and perform their respective obligations under this Agreement. (c) Except for such filings and notifications as may be required to be made by Buyer in connection with the Transactions under the HSR Act or other applicable Antitrust Laws and the expiration or early termination of the applicable waiting period under the HSR Act or other applicable Antitrust Laws and except as required by applicable federal and state securities laws and the rules of NYSE, no consent, approval, order or authorization of, or right to any payment registration, declaration or loss of benefit underfiling with, any Company Material Contract to which the Company Governmental Entity or any other Person is required by or with respect to Buyer in connection with the execution and delivery of its Subsidiaries is a party this Agreement or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any consummation of the properties Transactions that, if not obtained or assets of the Company or any of its Subsidiariesmade, other than, in the case of clauses (ii) and (iii), as would not reasonably be expected to have a Company Material Adverse Effectadversely affect the ability of Buyer to consummate the Transactions.

Authority; Non-Contravention. (a) The Company Each of Parent, US Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalAgreement, to perform its their respective obligations hereunder and to consummate the Transactions. The Company Boardexecution and delivery of and performance by Parent, at a meeting duly called US Parent and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into Merger Sub under this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation by Parent, US Parent and Merger Sub of the Transactions, have been duly authorized and approved by all necessary corporate action by Parent, US Parent and Merger Sub (iii) resolving to recommend that including by the shareholders Parent Board, the board of the Company approve this Agreement directors of US Parent and the plan board of merger set forth in this Agreement directors of Merger Sub) and directing that this Agreement be submitted to approved by US Parent as the shareholders sole shareholder of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this AgreementMerger Sub, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, and no other corporate action on the part of the Company Parent, US Parent and Merger Sub is necessary to authorize the execution and delivery of, and performance byby Parent, the Company under US Parent and Merger Sub under, this Agreement and the plan of merger set forth in this Agreement and the consummation by it them of the Transactions. This Agreement has been duly executed and delivered by the Company Parent, US Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the other parties heretoCompany, constitutes a legal, valid and binding obligation of the Companyeach of Parent, US Parent and Merger Sub, enforceable against the Company each of them in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating subject to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). No vote or approval of the holders of any class or series of capital stock of Parent is necessary to adopt or approve this Agreement and the plan of merger set forth in this Agreement and the Transactions. (b) The execution and delivery of this Agreement by the Company does Parent, US Parent and Merger Sub do not, and neither the consummation by the Company Parent, US Parent or Merger Sub of the Transactions Transactions, nor compliance by the Company Parent, US Parent or Merger Sub with any of the terms or provisions hereof hereof, will, (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents certificate of incorporation and bylaws or the similar organizational documents of any Subsidiary Parent, US Parent and Merger Sub, in each case, as in effect on the date of the Company, this Agreement or (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are 4.3 is obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) ), and each of the filings referred to in Section 3.4 4.3 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company Parent, US Parent, Merger Sub or any of its their respective Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, or constitute a default (with or without notice or lapse of time, time or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company Parent, US Parent, Merger Sub or any of its their respective Subsidiaries is a party or any Company Permitparty, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries, other thanexcept, in the case of clauses (ii) and (iii), as would not reasonably be expected to have a Company Parent Material Adverse Effect.

Authority; Non-Contravention. (a) The Company Healthvision has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining and the Company Shareholder Approval, to perform its obligations hereunder Agreement of Merger and to consummate the Transactionstransactions contemplated hereby and thereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the Agreement of Merger and the consummation of the Transactions, transactions contemplated hereby and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a thereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Healthvision, subject only to the Company is necessary to authorize the execution approval and delivery of, and performance by, the Company under adoption of this Agreement and the plan Agreement of merger set forth in Merger and the approval of the Merger by Healthvision's stockholders (the "HEALTHVISION STOCKHOLDER Approvals") and the filing of the Agreement of Merger pursuant to Delaware Law. The affirmative vote of the holders of a majority of the outstanding shares of Healthvision Common Stock and Healthvision Preferred Stock (on an as converted basis) voting together as a single class is sufficient for Healthvision's stockholders to approve and adopt this Agreement and the Agreement of Merger and approve the Merger, and no other approval of any holder of any securities of Healthvision is required in connection with the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has and the Agreement of Merger have been duly executed and delivered by the Company Healthvision and, assuming the due authorization, execution and delivery hereof by the other parties heretoNeoforma and Eclipsys, constitutes a legalas applicable, constitute valid and binding obligation obligations of the CompanyHealthvision, enforceable against the Company Healthvision in accordance with its their terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery by Healthvision of this Agreement by the Company does not, and neither the consummation execution and delivery by the Company Healthvision of the Transactions nor compliance Agreement of Merger will not, and the performance of this Agreement and the Agreement of Merger by the Company with any of the terms or provisions hereof will, Healthvision will not (i) assuming conflict with or violate the Company Shareholder Approval is obtainedHealthvision Charter Documents, (ii) subject to obtaining Healthvision Stockholder Approvals and compliance with the requirements set forth in Section 2.4(c), conflict with or violate any provision of the Company Charter Documents law, rule, regulation, order, judgment or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law decree applicable to the Company Healthvision or any of its Subsidiaries subsidiaries or by which Healthvision or any of its subsidiaries or any of their respective properties is bound or affected, or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or impair Healthvision's rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon an Encumbrance on any of the properties or assets of the Company Healthvision or any of its Subsidiariessubsidiaries pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise or other thaninstrument or obligation to which Healthvision or any of its subsidiaries is a party or by which Healthvision or any of its subsidiaries or its or any of their respective assets are bound or affected; except, in the case of clauses (ii) and (iii), as for such conflicts, violations, breaches, defaults, impairments, or rights which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on Healthvision. Part 2.4(b) of the Healthvision Disclosure Letter lists all consents, waivers and approvals under any of Healthvision's or any of its subsidiaries' agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would have a Material Adverse Effect on Healthvision or would materially and adversely affect Healthvision's Intellectual Property (as defined below). (c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic ("GOVERNMENTAL ENTITY"), is required to be obtained or made by Healthvision in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Agreement of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Healthvision is qualified to do business, (ii) the filing of the Proxy Statement/Prospectus (as defined in Section 2.17) with the Securities and Exchange Commission ("SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the effectiveness of the Registration Statement (as defined in Section 2.17), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), and the securities or antitrust laws of any foreign country; and (iv) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on Healthvision, Neoforma, or the Surviving Corporation or would not have a material adverse effect on the ability of the parties hereto to consummate the Merger.

Authority; Non-Contravention. (a) The Company Vsource has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, the Vsource Stockholder Voting Agreements and the TEAM Stockholder Voting Agreements (iicollectively, the “Vsource Transaction Documents”) adopting and to consummate the plan transactions contemplated hereby and thereby. The execution and delivery of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement Vsource Transaction Documents and the consummation of the Transactions, transactions contemplated hereby and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a thereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Vsource, subject only to the Company is necessary filing of the Certificate of Merger pursuant to authorize Delaware Law and the execution and delivery of, and performance by, the Company under approval by Vsource’s stockholders of this Agreement and the plan Merger (the “Vsource Proposal”). The affirmative vote of merger set forth in the holders of a majority of the aggregate outstanding shares of Vsource Common Stock and Vsource Preferred Stock (on an as-converted basis) is sufficient for Vsource’s stockholders to approve and adopt this Agreement and approve the Merger, and no other approval of any holder of any securities of Vsource is required in connection with the consummation by it of the Transactionstransactions contemplated hereby. This Agreement Each of the Vsource Transaction Documents has been duly executed and delivered by the Company Vsource and, assuming the due authorization, execution and delivery hereof by TEAM, Merger Sub, and the other parties heretoapplicable TEAM stockholders, constitutes a legal, the valid and binding obligation of the CompanyVsource, enforceable against the Company Vsource in accordance with its terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement the Vsource Transaction Documents by the Company Vsource does not, and neither the consummation by the Company performance of the Transactions nor compliance Vsource Transaction Documents by the Company with any Vsource will not, subject to obtaining approval of the terms or provisions hereof willVsource Proposal and compliance with the requirements set forth in Section 2.4(c), (i) assuming conflict with or violate the Company Shareholder Approval is obtainedVsource Charter Documents, (ii) conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law Legal Requirement applicable to the Company Vsource or any of its Subsidiaries subsidiaries or by which Vsource or any of its subsidiaries or any of their respective properties is bound or affected, or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or impair Vsource’s or any of its subsidiaries’ rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon an Encumbrance on any of the properties or assets of the Company Vsource or any of its Subsidiariessubsidiaries pursuant to, other thanany Contract to which Vsource or any of its subsidiaries or its or any of their respective assets are bound or affected, except for any such breach, default, impairment, alteration, rights or Encumbrances which would not, individually or in the case aggregate, have a Material Adverse Effect on Vsource, TEAM or the Surviving Corporation. Part 2.4(b) of clauses the Vsource Disclosure Letter list all consents, waivers and approvals under any of Vsource’s or any of its subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, that, if individually or in the aggregate not obtained, would result in a material loss of benefits to or a Material Adverse Effect on, Vsource, TEAM or the Surviving Corporation as a result of the Merger. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic (“Governmental Entity”) or other person, is required to be obtained or made by Vsource or any of its subsidiaries in connection with the execution and delivery of this Agreement or the TEAM Stockholder Voting Agreements or the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which Vsource is qualified to do business, (ii) the filing of the Joint Proxy Statement/Prospectus (as defined in Section 2.17) with the Securities and Exchange Commission (“SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the effectiveness of the Registration Statement (as defined in Section 2.17), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the securities or antitrust laws of any foreign country, and (iii)iv) such other consents, as authorizations, filings, approvals and registrations which if not obtained or made would not reasonably be expected material to or have a Company Material Adverse EffectEffect on Vsource, TEAM or the Surviving Corporation.

Authority; Non-Contravention. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and, subject to obtaining and the Company Shareholder Approval, other Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, and the consummation by it of the Transactions, have been duly authorized by the Board and the Board has duly reserved (x) the shares of Preferred Stock to be issued in accordance with the terms and conditions of the Certificate of Designations and (iiiy) resolving the shares of Common Stock to recommend that the shareholders be issued upon any conversion of the Company approve this Agreement and the plan shares of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”)Preferred Stock into Common Stock. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no No other corporate action on the part of the Company or its stockholders is necessary to authorize the execution and execution, delivery of, and performance by, by the Company under of this Agreement and the plan of merger set forth in this Agreement other Transaction Documents and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties heretoInvestor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (Ai) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (Bii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The Neither the execution and delivery of this Agreement or the other Transaction Documents by the Company does notCompany, and neither nor the consummation by the Company of the Transactions Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof willor thereof, will (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consentsauthorizations, authorizations consents and approvals referred to in Section 3.4 and the Company Shareholder Approval 3.04 are obtained at or prior to the Closing Date (other than the authorizations, consents and any condition precedent approvals referred to any such consentin Section 3.04(b), authorization or approval has been satisfiedwhich are to be obtained following the Closing in accordance with Section 5.01) and each of the filings referred to in Section 3.4 3.04 are made and any applicable waiting periods thereunder have terminated or expired at or prior to the Closing Date (other than the filings referred to therein have expired in Section 3.04(b), which are to be made and any waiting periods thereunder are to terminate or been terminatedexpire following the Closing in accordance with Section 5.01), (x) violate any Law or Judgment applicable to the Company or any of its Subsidiaries or (iiiy) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, violate or constitute a default (or constitute an event which, with or without notice or lapse of time, time or both, would violate or constitute a default) underor accelerate the performance required by the Company under any of the terms or provisions of any loan or credit agreement, indenture, debenture, note, bond, mortgage, deed of trust, lease, sublease, license, contract or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract other agreement (a “Contract”) to which the Company or any of its Subsidiaries is a party or any Company Permitaccelerate the Company’s or, or result in the creation of a Lien (other than any Permitted Lien)if applicable, upon any of the properties or assets of the Company or any of its Subsidiaries’ obligations under any such Contract, other thanexcept, in the case of clauses clause (ii) and (iii), as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Authority; Non-Contravention. (a) The Company has Each of Parent, Merger Sub and Merger LLC have all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Parent, Merger Sub and Merger LLC, subject only to the Company is necessary to authorize filing of the execution and delivery of, and performance by, the Company under this Agreement Certificate of Merger and the plan Certificate of merger set forth Merger to be filed in this Agreement and connection with the consummation by it Upstream Merger, (the “Certificate of Upstream Merger”) in each case pursuant to the TransactionsDGCL. This Agreement has been duly executed and delivered by the Company each of Parent, Merger Sub and Merger LLC and, assuming the due authorization, execution and delivery hereof by the other parties heretoCompany, constitutes a legal, the valid and binding obligation obligations of the CompanyParent, Merger Sub and Merger LLC, enforceable against the Company Parent, Merger Sub and Merger LLC in accordance with its terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company Parent, Merger Sub and Merger LLC does not, and neither the consummation performance of this Agreement by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willParent, Merger Sub and Merger LLC will not, (i) assuming conflict with or violate the Company Shareholder Approval is obtainedParent Charter Documents, (ii) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any material Applicable Law applicable to the Company Parent, Merger Sub or Merger LLC or by which Parent or Merger Sub or any of its Subsidiaries their respective material properties is bound or affected, or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or impair Parent’s, Merger Sub’s or Merger LLC’s rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon an Encumbrance on any of the properties or assets of the Company Parent, Merger Sub or Merger LLC pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent, Merger Sub or Merger LLC is a party or by which Parent, Merger Sub or Merger LLC or any of its Subsidiariestheir respective properties are bound or affected, other than, except in the case of clauses (ii) and this clause (iii), ) as would not reasonably be expected to have a Company Material Adverse EffectEffect on Parent and its subsidiaries, considered as a whole. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other person is required to be obtained or made by Parent, Merger Sub or Merger LLC in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Certificate of Upstream Merger, (iii) the filing of the Proxy Statement/Prospectus and the Registration Statement with the SEC and a Schedule 13D with regard to the Voting Agreement in accordance with the Securities Act and the Exchange Act, and the effectiveness of the Rxxxxxxxxxxx Xxxxxxxxx, (xx) the filing of Notification and Report Forms with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as required by the HSR Act, together with the filing of any other comparable pre-merger notification forms required by the merger notification or control laws of any other applicable jurisdiction, as agreed by the parties hereto, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws, and (v) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Parent or the Surviving Corporation or have a material adverse effect on the ability of the parties hereto to consummate the Merger.

Authority; Non-Contravention. (a) The Company Buyer has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalAgreement, to perform its their respective obligations hereunder and to consummate the Contemplated Transactions. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests delivery of the Company and its shareholders for the Company to enter into performance by Buyer under this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation by Buyer of the Contemplated Transactions, have been duly authorized and (iii) resolving to recommend that the shareholders of the Company approve this Agreement approved by all necessary corporate action by Buyer, and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company Buyer is necessary to authorize the execution and delivery of, of and performance by, the Company by Buyer under this Agreement and the plan of merger set forth in this Agreement and the consummation by it Buyer of the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company Buyer and, assuming due authorization, execution and delivery hereof by the other parties heretoSeller, constitutes a legal, valid and binding obligation of the CompanyBuyer, enforceable against the Company each of them in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating subject to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). No vote or approval of the holders of any class or series of capital stock of Buyer is necessary to adopt or approve this Agreement and the Contemplated Transactions. (b) The execution and delivery of this Agreement by the Company Buyer does not, not and neither the consummation by the Company Buyer of the Transactions Contemplated Transactions, nor compliance by the Company Buyer with any of the terms or provisions hereof willhereof, will (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Organizational Documents of Buyer, in each case as amended to the date of this Agreement or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained 4.2(b) (and any condition precedent to any such consent, authorization or approval has been satisfied) is obtained or given, as applicable, and each of the filings referred to in Section 3.4 4.2(b) are made and any applicable waiting periods referred to therein have expired or been terminatedexpired, violate any Law applicable to the Company or any of its Subsidiaries Buyer or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, or constitute a default (with or without notice or lapse of time, time or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries Buyer is a party or any Company Permitparty, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries, other thanexcept, in the case of clauses (ii) and (iii), as would not reasonably be expected to have a Company Buyer Material Adverse Effect.

Authority; Non-Contravention. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform their respective obligations hereunder and, subject to obtaining the Company Shareholder Approvaladoption of this Agreement by Parent as the sole stockholder of Merger Sub, to perform its obligations hereunder and which action Parent shall take immediately after the execution hereof, to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance by Parent and Merger Sub of this Agreement, and, subject to the adoption of this Agreement and by Parent as the sole stockholder of Merger Sub, which action Parent shall take immediately after the execution hereof, the consummation by Parent and Merger Sub of the Transactions, have been duly and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other validly authorized by all necessary corporate action on the part of the Company is necessary to authorize the execution Parent and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the TransactionsMerger Sub. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery hereof by the other parties heretoCompany, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of them in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating subject to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company does Parent and Merger Sub do not, and neither the consummation by the Company Parent or Merger Sub of the Transactions nor and the performance of or compliance by the Company Parent or Merger Sub with any of the terms or provisions hereof willhereof, will not (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents certificate of incorporation or the organizational documents bylaws of any Subsidiary of the Company, Parent or Merger Sub or (ii) assuming that each of the consentsauthorizations, authorizations consents and approvals referred to in Section 3.4 and the Company Shareholder Approval 4.03 are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 4.03 are made and any applicable waiting periods referred to therein have expired assuming the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which action Parent shall take immediately after the execution hereof, (A) violate or been terminated, violate conflict with any Law or Order applicable to the Company Parent or any of its Subsidiaries Subsidiaries, or (iiiB) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any a violation or breach of, of or constitute a default (with or without notice or lapse of time, time or both) underunder any of the terms, conditions or give rise to provisions of any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company Parent, Merger Sub or any of its their respective Subsidiaries is a party or any Company Permitparty, or result in the creation of a Lien (other than any Permitted Lien), upon any of the properties or assets of the Company or any of its Subsidiaries, other thanexcept, in the case of clauses clause (ii) and (iii), for such violations or defaults as would not reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the ability of Parent or Merger Sub to perform its obligations hereunder or prevent or materially delay consummation of the Transactions.

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Merger and the other Transactions. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and and, subject to obtaining the Company Stockholder Approval, the consummation of the Merger and the other Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the TransactionsCompany. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof thereof by each of the other parties hereto, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability subject only to the effect, if any, of (Ai) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium applicable bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (Bii) Applicable Legal Requirements governing specific performance, injunctive relief and other equitable remedies (collectively, the “Enforceability Limitations”). The Company Board, by resolutions duly adopted on or prior to the Agreement Date (and, subject to Section 5.3, not thereafter modified or rescinded in a manner adverse to Parent) by the unanimous vote of the members of the Company Board participating in such vote, has (i) approved this Agreement and the Merger, (ii) determined that the Merger and the terms and conditions of this Agreement are fair to, advisable and in the best interests of the Company and the Company’s stockholders and (iii) directed that the adoption of this Agreement be submitted to the Company’s stockholders for consideration and recommended that all of the Company’s stockholders adopt this Agreement. Subject to the accuracy of the representation set forth in Section 3.4, the affirmative vote of the Company’s stockholders holding a majority of all shares of Company Common Stock issued and outstanding on the record date set for the determination of stockholders entitled to vote on such matter at the Company Stockholder Meeting (such affirmative vote, the “Company Stockholder Approval”) is subject the only vote of the Company’s stockholders necessary to general principles adopt this Agreement under Applicable Legal Requirements and the Company’s certificate of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy incorporation and Equity Exception”)bylaws. (b) The execution and delivery of this Agreement by the Company does not, and neither the consummation by of the Merger and the other Transactions will not (assuming the accuracy of the representation set forth in Section 3.4, receipt of the Company Stockholder Approval and compliance with the requirements set forth in Section 2.3(c)) (i) result in the creation of the Transactions nor compliance by the Company with any Encumbrance, other than Permitted Encumbrances, on any of the terms material properties or provisions hereof will, (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision assets of the Company Charter Documents and the Subsidiaries, taken as a whole, or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consentsconflict with, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, violation of or constitute a default under (with or without notice or lapse of time, or both) under), or give rise to any a right of termination, amendment, cancellation or acceleration or cancellation of, or right to of any payment obligation or loss of any material benefit under, or require any Company Material Contract to which the Company consent, approval or waiver from any of its Subsidiaries is a party or Person pursuant to, (A) any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any provision of the properties certificate of incorporation or assets bylaws or other equivalent organizational or governing documents of the Company or any of its SubsidiariesSubsidiary, in each case as amended to date, (B) any Applicable Legal Requirement or (C) any Material Contract, other than, in the case of clauses (iii), (ii)(B) and (iiiii)(C) of this Section 2.3(b), such conflicts, violations, defaults, Encumbrances, terminations, cancellations, accelerations, losses, consents, approvals or waivers as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) No consent, approval, order, authorization, release or waiver of, or registration, notification, declaration or filing with, any Governmental Entity is required by or with respect to the Company or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the Merger and the other Transactions, except for (i) the compliance with the applicable provisions of Delaware Law, (ii) the filing of the Certificate of Merger, as provided in Section 1.4, (iii) such filings and notifications as may be required under the HSR Act and any applicable foreign Antitrust Law and the expiration or early termination of applicable waiting periods under the HSR Act and any applicable foreign Antitrust Law, (iv) the filing of the Proxy Statement with the SEC and such reports and filings as may be required under the Exchange Act, (v) such other filings and notifications as may be required under federal, state or foreign securities laws or the rules and regulations of the NASDAQ Global Select Market and (vi) such other consents, approvals, orders, authorizations, releases, waivers, registrations, notifications, declarations or filings that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Subject to the accuracy of the representation set forth in Section 3.4, the approval of this Agreement and the Transactions referred to in Section 2.3(a) by the Company Board constitute all of the approvals that are necessary to render inapplicable to this Agreement, the Merger and the other Transactions the restrictions on “business combinations” with “interested stockholders” set forth in Section 203 of Delaware Law (as such terms are defined therein), and represent the only action necessary to ensure that the restrictions on business combinations set forth in Section 203 of Delaware Law does not and will not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other Transactions. No other takeover or similar statute or regulation is applicable to this Agreement, the Merger or the other Transactions.

Authority; Non-Contravention. (a) The Company Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting as well as the plan of merger set forth in this Company Option Agreement, the Parent Option Agreement, the Company Voting Agreement, the License Agreement and approving the Company’s executionLoan Agreement (the Company Option Agreement, the Parent Option Agreement, the Company Voting Agreement, the License Agreement and the Loan Agreement together, the "Parent Authorization Agreements"), and to consummate the transactions contemplated hereby and thereby. The execution and delivery and performance of this Agreement and the Parent Authorization Agreements, and the consummation of the Transactionstransactions contemplated hereby and thereby, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, and no other approval of any holder of any securities of Company is necessary to authorize required in connection with the execution and delivery of, and performance by, consummation of the Company under this transactions contemplated hereby. This Agreement and the plan of merger set forth in this Agreement and the consummation by it of the Transactions. This Agreement has Parent Authorization Agreements have been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Company, constitute the other parties hereto, constitutes a legal, valid and binding obligation obligations of the CompanyParent and Merger Sub, respectively, enforceable against the Company Parent and Merger Sub in accordance with its their terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement and the Parent Authorization Agreements by the Company Parent does not, and neither the consummation by the Company of the Transactions nor compliance transactions contemplated by this Agreement and the Company with any of the terms or provisions hereof willParent Authorization Agreements will not, (i) assuming the Company Shareholder Approval is obtainedconflict with, conflict with or violate result in any violation or breach of, any provision of the Company Parent Charter Documents or the organizational documents of any Subsidiary of the CompanyDocuments, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, a default (or give rise to any a right of termination, amendment, cancellation or acceleration or cancellation of, or right to of any payment obligation or loss of benefit any material benefit) under, or require a consent or waiver under, any Company Material Contract of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which the Company Parent or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon by which any of the them or any of their properties or assets of the Company may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any Subsidiary or any of its Subsidiariesor their properties or assets, other than, except in the case of clauses (ii) and (iii)) for any such conflicts, as violations, defaults, terminations, cancellations or accelerations which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect to Parent. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other person is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Joint Proxy Statement/Prospectus and the Registration Statement with the SEC, a Form 8-K and a Schedule 13D with regard to the Company Voting Agreement in accordance with the Securities Act and the Exchange Act, and the effectiveness of the Registration Statement, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the HSR Act and the securities or antitrust laws of any foreign country, and (iv) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Parent or the Surviving Corporation or have a material adverse effect on the ability of the parties hereto to consummate the Merger.

Authority; Non-Contravention. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and, subject to obtaining and the Company Shareholder Approval, other Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, and the consummation by it of the Transactions, have been duly authorized by the Board and the Board has duly reserved (x) the shares of Preferred Stock to be issued in accordance with the terms and conditions of the Certificate of Designations and (iiiy) resolving the shares of Common Stock to recommend that the shareholders be issued upon any conversion of the Company approve this Agreement and the plan shares of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”)Preferred Stock into Common Stock. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no No other corporate action on the part of the Company or its stockholders is necessary to authorize the execution and execution, delivery of, and performance by, by the Company under of this Agreement and the plan of merger set forth in this Agreement other Transaction Documents and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties heretoInvestors, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (Ai) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (Bii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The Neither the execution and delivery of this Agreement or the other Transaction Documents by the Company does notCompany, and neither nor the consummation by the Company of the Transactions Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof willor thereof, will (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents Documents, or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consentsauthorizations, authorizations consents and approvals referred to in Section 3.4 and the Company Shareholder Approval 3.04 are obtained at or prior to the Closing Date (other than the authorizations, consents and any condition precedent approvals referred to any such consentin Section 3.04(b), authorization or approval has been satisfiedwhich are to be obtained following the Closing in accordance with Section 5.01) and each of the filings referred to in Section 3.4 3.04 are made and any applicable waiting periods thereunder have terminated or expired at or prior to the Closing Date (other than the filings referred to therein have expired in Section 3.04(b), which are to be made and any waiting periods thereunder are to terminate or been terminatedexpire following the Closing in accordance with Section 5.01), (x) violate any Law or Judgment applicable to the Company or any of its Subsidiaries or (iiiy) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, violate or constitute a default (or constitute an event which, with or without notice or lapse of time, time or both, would violate or constitute a default) underor accelerate the performance required by the Company under any of the terms or provisions of any loan or credit agreement, indenture, debenture, note, bond, mortgage, deed of trust, lease, sublease, license, contract or give rise to any right of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract other agreement (a “Contract”) to which the Company or any of its Subsidiaries is a party or any Company Permitaccelerate the Company’s or, or result in the creation of a Lien (other than any Permitted Lien)if applicable, upon any of the properties or assets of the Company or any of its Subsidiaries’ obligations under any such Contract, other thanexcept, in the case of clauses clause (ii) and (iii), as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Merger and the other Transactions. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and and, subject to obtaining the Company Stockholder Approval, the consummation of the Merger and the other Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it of the TransactionsCompany. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof thereof by each of the other parties hereto, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability subject only to the effect, if any, of (Ai) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium applicable bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (Bii) Applicable Legal Requirements governing specific performance, injunctive relief and other equitable remedies (collectively, the “Enforceability Limitations”). The Company Board, by resolutions duly adopted prior to or on the Agreement Date (and, subject to Section 5.3, not thereafter modified or rescinded in a manner adverse to Parent or that would materially impair or delay the consummation of the Merger) by the unanimous vote of the full Company Board, has (i) approved this Agreement and the Merger, (ii) determined that the Merger and the terms and conditions of this Agreement are fair to, advisable and in the best interests of the Company and the Company’s stockholders and (iii) directed that the adoption of this Agreement be submitted to the Company’s stockholders for consideration and recommended that all of the Company’s stockholders adopt this Agreement. Subject to the accuracy of the representation set forth in Section 3.4, the affirmative vote of the Company’s stockholders holding a majority of all shares of Company Common Stock issued and outstanding on the record date set for the determination of stockholders entitled to vote on such matter at the Company Stockholder Meeting (such affirmative vote, the “Company Stockholder Approval”) is subject the only vote of the Company’s stockholders necessary to general principles adopt this Agreement under Applicable Legal Requirements and the Company’s certificate of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy incorporation and Equity Exception”)bylaws. (b) The execution and delivery of this Agreement by the Company does not, and neither the consummation by the Company of the Merger and the other Transactions nor compliance by the Company with any of the terms or provisions hereof willwill not, (i) assuming result in the Company Shareholder Approval is obtainedcreation of any Encumbrance (other than any Permitted Encumbrance) on any of the material rights, conflict with properties or violate any provision assets of the Company Charter Documents and its Subsidiaries, taken as a whole, or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consentsconflict with, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, violation of or constitute a default under (with or without notice or lapse of time, or both) under), or give rise to any a right of termination, amendment, cancellation or acceleration or cancellation of, or right to of any payment obligation or loss of any benefit under, or require any Company Material Contract to which the Company consent, approval or waiver from any of its Subsidiaries is a party or Person pursuant to, (A) any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon any provision of the properties certificate of incorporation or assets bylaws or other equivalent organizational or governing documents of the Company or any of its Subsidiaries, in each case as amended to date, (B) subject to obtaining the Company Stockholder Approval, the accuracy of Parent’s representations in Section 3.4 and compliance with the requirements set forth in Section 2.3(c), any Applicable Legal Requirement or Privacy Obligation or (C) any Material Contract, other than, in the case of clauses (iiB) and (iiiC) of this Section 2.3(b), such conflicts, violations, defaults, Encumbrances, terminations, cancellations, accelerations, losses, consents, approvals or waivers as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) No consent, approval, order, authorization, release or waiver of, or registration, notification, declaration or filing with, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the Merger and the other Transactions, except for (i) the compliance with the applicable provisions of Delaware Law, (ii) the filing of the Certificate of Merger, as provided in Section 1.4, (iii) such filings and notifications as may be required under the HSR Act and the approvals or deemed approvals under any applicable foreign Antitrust Law and any applicable Foreign Investment Law and the expiration or early termination of applicable waiting periods under the HSR Act and any applicable foreign Antitrust Law and any applicable Foreign Investment Law, (iv) the filing of the Proxy Statement with the SEC and such reports and filings as may be required under the Exchange Act, (v) such other filings and notifications as may be required under federal, state or foreign securities laws or the rules and regulations of the Nasdaq Global Select Market and (vi) such other consents, approvals, orders, authorizations, releases, waivers, registrations, notifications, declarations or filings that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Subject to the accuracy of the representation set forth in Section 3.4, the approval of this Agreement and the Transactions referred to in Section 2.3(a) by the Company Board constitute all of the approvals that are necessary to render inapplicable to this Agreement, the Merger and the other Transactions the restrictions on “business combinations” with “interested stockholders” set forth in Section 203 of Delaware Law (as such terms are defined therein), and represent the only action necessary to ensure that the restrictions on business combinations set forth in Section 203 of Delaware Law does not and will not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other Transactions. No other takeover or similar statute or regulation is applicable to this Agreement, the Merger or the other Transactions.

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Transaction Option Agreement and approving the Company’s executionStockholders' Agreement and, subject to the Company Stockholder Approvals (as defined below), to consummate the transactions contemplated hereby and thereby. The execution and delivery and performance of this Agreement, the Transaction Option Agreement and the Stockholders' Agreement and the consummation of the Transactions, transactions contemplated hereby and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a thereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary Company, subject only to authorize the execution approval and delivery of, and performance by, the Company under adoption of this Agreement and the plan approval of merger set forth in the Merger by Company's stockholders (the "Company Stockholder Approvals") pursuant to the DGCL and the filing of the Certificate of Merger pursuant to the DGCL. The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock is sufficient for the Company's stockholders to approve and adopt this Agreement and approve the Merger, and no other approval of any holder of any securities of the Company is required in connection with the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has and the Transaction Option Agreement have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitute the other parties hereto, constitutes a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws . There is no vote of general application affecting the holders of any class or relating series of the Company's securities necessary to approve the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”)Transaction Option Agreement. (b) The execution and delivery of this Agreement, the Transaction Option Agreement and the Stockholders' Agreement by the Company does do not, and neither the consummation performance of this Agreement, the Transaction Option Agreement and the Stockholders' Agreement by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willwill not, (i) assuming conflict with or violate any Company Charter Documents, (ii) subject to obtaining the Company Shareholder Approval is obtainedStockholder Approvals and compliance with the requirements set forth in Section 3.4(c), conflict with or violate any provision of the Company Charter Documents law, rule, regulation, order, judgment or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law decree applicable to the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its subsidiaries or any of their respective properties is bound or affected, or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon an Encumbrance on any of the properties or assets of the Company or any of its Subsidiariessubsidiaries pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, concession or other thaninstrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective assets are bound or affected, except, in the case of clauses (ii) and (iii), as would for such conflicts, violations, breaches, defaults, impairments, or rights which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) No action by or in respect of, or filing with any court, administrative agency or commission or other governmental authority or instrumentality, foreign, domestic or supranational ("Governmental Entity") or other person, is required to be obtained or made by the Company in connection with the execution and delivery by the Company of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement or the consummation by the Company of the transactions contemplated hereby and thereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Company is qualified to do business, (ii) filing with the SEC of Schedule 14D-9 and, if necessary, a Company Proxy Statement (as defined in Section 6.1), (iii) further compliance with any applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and any other applicable securities law, whether state or foreign, (iv) such filings as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx (v) such other consents, authorizations, filings, approvals and registrations which if not obtained or made could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or the Surviving Corporation or have a Company Material Adverse EffectEffect on the ability of the Company to consummate the transactions contemplated by this Agreement and the Transaction Option Agreement.

Authority; Non-Contravention. (a) The Company Seller has all necessary corporate the requisite power and authority to execute execute, deliver and deliver this Agreement andperform the Transaction Agreements, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated thereby and to comply with the provisions thereof. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement the Transaction Agreements by Seller, the consummation by Seller of the transactions contemplated thereby and the consummation of compliance by Seller with the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a provisions thereof have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Seller, and no other corporate proceedings on the Company part of Seller are necessary to execute, deliver and perform the Transaction Agreements, to consummate the transactions contemplated thereby and to comply with the provisions thereof. Other than as obtained prior to the execution of this Agreement, no affirmative vote or consent of holders of any class or series of Capital Stock of Seller is necessary to authorize approve the execution and delivery of, and performance by, the Company under this Agreement and the plan of merger set forth in this Agreement and the consummation by it Transaction Agreements or consummate any of the Transactionstransactions contemplated thereby. This Agreement has been duly executed and delivered by Seller and the Company Registration Rights Agreement and the Cooperation Agreement will be duly executed and delivered by Seller at the Closing and, assuming due authorization, execution and delivery hereof by Purchaser, the other parties heretoTransaction Agreements constitute or will constitute, constitutes a legalas applicable, valid and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with its their terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”)Exceptions. (b) The execution and delivery of this Agreement by Except as may result from any facts or circumstances related solely to Purchaser or its affiliates, the Company does notor the Company’s subsidiaries, the execution, delivery and neither performance of the Transaction Agreements by Seller, the consummation by the Company Seller of the Transactions nor transactions contemplated thereby and the compliance by Seller with the Company with any of the terms provisions thereof do not and will not conflict with, or provisions hereof will, (i) assuming the Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any violation or breach of, or constitute a default (or any event that, with or without notice or lapse of time, time or both, would become a default) under, or give rise to any a right of termination, amendment, acceleration or cancellation of, or right result in, termination, cancellation or acceleration of any obligation or to any payment or a loss of a material benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a any Lien (other than any Permitted Lien), in or upon any of the properties or assets of Seller under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) Seller’s Organizational Documents, (ii) any Contract (other than the Company provisions of the Monsoon Transaction Agreement described on Schedule 3.03(b)) to which Seller is a party or any of its Subsidiariesproperties or assets is subject or (iii) subject to the governmental filings, consents and other matters referred to in Section 3.03(c), any Law or Judgment, in each case applicable to Seller or any of its properties or assets, other than, in the case of clauses (ii) and (iii), as any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that have not had and would not reasonably be expected to have (x) prevent or delay beyond the Outside Date the consummation of the Acquisition, the Purchaser Share Issuance and the other transactions contemplated hereby or (y) have, individually or in the aggregate, a Company Seller Material Adverse Effect. (c) Except as may result from any facts or circumstances related solely to Purchaser or its affiliates, the Company or the Company’s subsidiaries, no Consent of, or filing or submission with, any Governmental Entity is required to be obtained or made by or with respect to Seller in connection with the execution, delivery and performance of the Transaction Agreements by Seller, the consummation by Seller of the transactions contemplated thereby or the compliance by Seller with the provisions thereof, other than (i) compliance with and filings under the Indian Competition Act of 2002, as amended (the “Competition Act”), including any filings with the Competition Commission of India (the “CCI”), and any other filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required, if any, under any Non-Indian Antitrust Laws (as defined in Section 5.01(b)), (ii) under any applicable international, federal or state securities or “blue sky” Laws, (iii) compliance with and filings under the Exchange Act, (iv) any required notifications to the Financial Services Commission of Mauritius and (v) those Consents, filings and submissions the failure of which to obtain or make have not had and would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Acquisition, Purchaser Share Issuance and the other transactions contemplated hereby or (y) have, individually or in the aggregate, a Seller Material Adverse Effect.

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Company, subject only to the Company is necessary to authorize the execution approval and delivery of, and performance by, the Company under adoption of this Agreement and the plan approval of merger set forth in the Merger by Company's stockholders (the "Company Stockholder Approvals") and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is sufficient for Company's stockholders to approve and adopt this Agreement and approve the Merger, and no other approval of any holder of any securities of Company is required in connection with the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoParent and Merger Sub, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company does not, and neither the consummation performance of this Agreement by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willwill not, (i) assuming conflict with or violate the Company Shareholder Approval is obtainedCharter Documents, (ii) subject to obtaining the Company Stockholder Approvals and compliance with the requirements set forth in Section 2.4(c), conflict with or violate any provision of the Company Charter Documents law, rule, regulation, order, judgment or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law decree applicable to the Company or any of its Subsidiaries subsidiaries or by which Company or any of its subsidiaries or any of their respective properties is bound or affected, or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or impair Company's rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon an Encumbrance on any of the properties or assets of the Company or any of its Subsidiariessubsidiaries pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, concession, or other thaninstrument or obligation to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or its or any of their respective assets are bound or affected, except, in the case of clauses (ii) and (iii), as for such conflicts, violations, breaches, defaults, impairments, or rights which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on Company. Part 2.4(b) of the Company Disclosure Letter list all consents, waivers and approvals under any of Company's or any of its subsidiaries' agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to Company, Parent or the Surviving Corporation as a result of the Merger. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic ("Governmental Entity") or other person, is required to be obtained or made by Company in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of the Proxy Statement/Prospectus (as defined in Section 2.17) with the Securities and Exchange Commission ("SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the effectiveness of the Registration Statement (as defined in Section 2.17), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (iv) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to the Company, Parent or the Surviving Corporation or have a material adverse effect on the ability of the parties hereto to consummate the Merger.

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Company, subject only to the Company is necessary to authorize the execution approval and delivery of, and performance by, the Company under adoption of this Agreement and the plan approval of merger set forth in the Merger by Company's shareholders (the "COMPANY SHAREHOLDER APPROVALS") and the filing of the Delaware Certificate of Merger pursuant to Delaware Law and the filing of the Georgia Articles of Merger pursuant to Georgia Law. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is sufficient for Company's shareholders to approve and adopt this Agreement and approve the Merger, and no other approval of any holder of any securities of Company is required in connection with the consummation by it of the TransactionsMerger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoParent and Merger Sub, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company does not, and neither the consummation performance of this Agreement by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof willwill not, (i) assuming conflict with or violate the Company Charter Documents, (ii) subject to obtaining the Company Shareholder Approval is obtainedApprovals and compliance with the requirements set forth in Section 2.4(c), conflict with or violate any provision of the Company Charter Documents law, rule, regulation, order, judgment or the organizational documents of any Subsidiary of the Company, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law decree applicable to the Company or any of its Subsidiaries subsidiaries or by which Company or any of its subsidiaries or any of their respective properties is bound or affected, or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or impair Company's rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon an Encumbrance on any of the properties or assets of the Company or any of its Subsidiariessubsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other thaninstrument or obligation to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or its or any of their respective assets are bound or affected, except, in the case of clauses (ii) and (iii), as for such conflicts, violations, breaches, defaults, impairments, or rights that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on Company. Part 2.4(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of Company's or any of its subsidiaries' agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, individually or in the aggregate, if not obtained, would result in a material loss of benefits to Company, Parent or the Surviving Corporation as a result of the Merger. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic ("GOVERNMENTAL ENTITY") or other person, is required to be obtained or made by Company in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware and the Georgia Articles of Merger 26 with the Secretary of State of the State of Georgia and other appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of the Registration Statement (as defined in Section 2.17) with the Securities and Exchange Commission ("SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the effectiveness of the Registration Statement, and a Schedule 13D with regard to the Company Voting Agreement and the Parent Voting Agreement in accordance with the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), and the securities or antitrust laws of any foreign country, and (iv) such other consents, authorizations, filings, approvals and registrations that if not obtained or made would not be material to the Company, Parent or the Surviving Corporation or have a material adverse effect on the ability of the parties hereto to consummate the Merger.

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests delivery of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance of this Agreement Transaction Documents and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a Transactions have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary Company, subject only to authorize the execution and delivery of, and performance by, the Company under Shareholder Approvals and the filing of the Articles of Amendment and the Articles of Merger pursuant to the Act. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is sufficient for the Company Shareholders to approve and adopt the Articles of Amendment, this Agreement and approve the plan Merger, and no other approval of merger set forth any holder of any securities of the Company is required in this Agreement and connection with the consummation by it of the Transactions. This Agreement has The Transaction Documents have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitute the other parties hereto, constitutes a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except that such as enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium bankruptcy and other similar laws affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement the Transaction Documents by the Company does and the Company Shareholders who are parties to the Transaction Documents, as applicable, do not, and neither the consummation performance of the Transaction Documents by the Company of the Transactions nor compliance by and the Company with any of Shareholders who are parties to the terms or provisions hereof willTransaction Documents, as applicable, will not, (i) assuming conflict with or violate the Company Charter Documents, (ii) subject to obtaining the Company Shareholder Approval is obtainedApprovals and compliance with the requirements set forth in Section 3.4(c), conflict with or violate any provision of the Company Charter Documents or the organizational documents of any Subsidiary of the CompanyApplicable Law, (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired or been terminated, violate any Law applicable to the Company or any of its Subsidiaries or (iii) assuming that each of the consents and notices specified in Section 3.3(b)(iii) of the Company Disclosure Schedule is obtained or given, as applicable, result in any breach of, of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or impair the Company’s or any of its subsidiaries’ rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or right to any payment or loss of benefit under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or any Company Permit, or result in the creation of a Lien (other than any Permitted Lien), upon an Encumbrance on any of the properties or assets of the Company or any of its Subsidiariessubsidiaries pursuant to, other thanany Contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective assets are bound or affected, except, in the case of each of clauses (ii) and (iii), as for any conflicts, violations, breaches, defaults, terminations, amendments, accelerations, cancellations or Encumbrances, or where the failure to obtain any consents, in each case, would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Part 3.4(b) of the Company Disclosure Letter list all consents, waivers and approvals under any of the Company’s or any of its subsidiaries’ Contracts required to be obtained in connection with the consummation of the Transactions, that, if individually or in the aggregate not obtained, would reasonably be expected to result in a material loss of benefits to Parent or the Surviving Corporation, or a Material Adverse Effect, in each case as a result of the Merger. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person, is required to be obtained or made by the Company or any of its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation of the Merger, except for (i) the filing of the Articles of Amendment and Articles of Merger with the Secretary of State of the State of Washington and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the antitrust laws of any foreign country, and (iv) such other consents, authorizations, filings, approvals and registrations that if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.