Common use of Authority Relative to this Agreement; No Violation Clause in Contracts

Authority Relative to this Agreement; No Violation. (a) Buyer has the requisite corporate power and authority to execute and deliver this Agreement and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreement, the “Buyer Transaction Documents”) and, subject to Section 4.2(b), to consummate the transactions contemplated hereby and thereby, including the Transaction. The execution, delivery and performance of this Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Buyer and no other company action on the part of Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement and the other Buyer Transaction Documents and the consummation of the Transaction. The Board of Directors of Buyer has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Buyer Transaction Documents, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into this Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Buyer Transaction Documents has been duly and validly executed and delivered by Buyer and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Buyer Transaction Documents constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Enforceability Exceptions.

Authority Relative to this Agreement; No Violation. (a) Buyer Parent has the all requisite corporate power and authority to execute enter into and deliver this Agreement and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreement, the “Buyer Transaction Documents”) to perform its obligations hereunder and, subject to Section 4.2(b)receipt of the Parent Stockholder Approval, to consummate the transactions contemplated hereby by this Agreement. Each of Merger Sub and therebyLLC Sub has all requisite corporate or limited liability company power and authority to enter into and deliver this Agreement, including the Transaction. The execution, delivery to perform its obligations hereunder and performance of this Agreement and the other Buyer Transaction Documents and the consummation of to consummate the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Buyer and no other company action on the part of Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement and the other Buyer Transaction Documents and the consummation of the TransactionAgreement. The Parent Board of Directors of Buyer at a duly held meeting has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Buyer Transaction Documentsdetermined, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into this Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on upon the terms and subject to the conditions set forth herein in this Agreement and therein. None in accordance with the relevant provisions of the aforementioned resolutionsDGCL, that it is advisable, fair to and in the best interests of Parent and Parent Stockholders to effect the transactions contemplated by this Agreement, the Parent Stock Issuance, the Parent Certificate of Incorporation Amendment and the 2024 LTIP Adoption, (ii) approved and declared advisable this Agreement, the Parent Stock Issuance, the Parent Certificate of Incorporation Amendment and the 2024 LTIP Adoption, (iii) resolved to recommend the approval of the Parent Stock Issuance, the Parent Certificate of Incorporation Amendment and the 2024 LTIP Adoption by Parent Stockholders (the “Parent Recommendation”) and (iv) directed that such matters be submitted for consideration by Parent Stockholders at the Parent Meeting. The Merger Sub Board at a duly held meeting has (i) determined, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the relevant provisions of the DGCL, that it is advisable, fair to and in the best interests of Merger Sub and its sole stockholder to consummate the transactions contemplated by this Agreement, including the Mergers, (ii) approved and declared advisable this Agreement and (iii) resolved to submit and recommend the adoption of this Agreement by Xxxxxx Sub’s sole stockholder. Parent, as sole member of LLC Sub, has approved and adopted this Agreement concurrently with its execution pursuant to Section 18-404 of the date hereof, have been rescinded, modified DLLCA. No other corporate proceedings on the part of Parent are necessary to authorize the execution and delivery of this Agreement or withdrawn in any way. Each the consummation of the Buyer Transaction Documents transactions contemplated by this Agreement except for obtaining the Parent Stockholder Approval and the filing of the Parent Certificate of Incorporation Amendment with the Secretary of State of the State of Delaware. No other corporate or limited liability company proceedings on the part of Merger Sub or LLC Sub are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement except for obtaining the adoption of this Agreement by the sole stockholder of Merger Sub and the sole member of LLC Sub and the filing of the First Certificate of Merger and the Second Certificate of Merger, as applicable, with the Secretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered by Buyer each Parent Party and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Buyer Transaction Documents this Agreement constitutes the legal, valid and binding obligation agreement of BuyerCompany, this Agreement constitutes the valid and binding agreement of each Parent Party, enforceable against Buyer each Parent Party in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Enforceability Exceptions.

Authority Relative to this Agreement; No Violation. (a) Buyer Parent has the all requisite corporate power and authority to execute enter into and deliver this Agreement and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreement, the “Buyer Transaction Documents”) and, subject to Section 4.2(b), perform its obligations hereunder and to consummate the transactions contemplated hereby by this Agreement. Merger Sub has all requisite limited liability company or similar power and therebyauthority to enter into and deliver this Agreement, including to perform its obligations hereunder and to consummate the Transactiontransactions contemplated by this Agreement. The Parent Board at a duly held meeting has (i) determined that the terms of the Merger and the transactions contemplated by this Agreement are advisable, fair to and in the best interests of Parent and its shareholders and (ii) approved the execution, delivery and performance of, and adopted and declared advisable this Agreement and the Merger. The Parent Board, on behalf of Merger Sub, in its individual capacity and in its capacity as the Merger Sub Member at a duly held meeting has (i) determined that the terms of Merger and the transactions contemplated by this Agreement are advisable, fair to and in the best interests of Merger Sub and its sole member, (ii) approved the execution, delivery and performance of, and adopted and declared advisable this Agreement and Merger, and (iii) resolved to recommend that the sole member of Merger Sub approve the adoption of this Agreement and directed that such matter be submitted for consideration by the other Buyer Transaction Documents and sole member of Merger Sub. Except for the consummation approval of the transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board of Directors of Buyer and referenced above, no other company action additional corporate proceedings on the part of Buyer is Parent are necessary to authorize the execution and delivery by Buyer of this Agreement and the other Buyer Transaction Documents and or the consummation of the Transaction. The Board of Directors of Buyer has duly and validly adopted resolutions (i) approving and declaring advisable transactions contemplated by this Agreement and the other Buyer Transaction DocumentsAgreement, including the Transaction, issuance and listing on Euronext Oslo of the Scheme Parent Ordinary Shares to be issued as part of Arrangement the Aggregate Merger Consideration. Except for the approval of the sole member of Merger Sub and the filing of the Certificate of Merger with the Registrar of Corporations for the Republic of the Xxxxxxxx Islands, no other limited liability company proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into by this Agreement. This Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Buyer Transaction Documents has been duly and validly executed and delivered by Buyer each of Parent and Merger Sub and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Buyer Transaction Documents this Agreement constitutes the legal, valid and binding obligation agreement of BuyerCompany, this Agreement constitutes the valid and binding agreement of each of Parent and Merger Sub, enforceable against Buyer each of Parent and Merger Sub, in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Enforceability Exceptions.

Authority Relative to this Agreement; No Violation. (a) Buyer has the Parent and Merger Sub have all requisite corporate power and authority to execute and deliver enter into this Agreement and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreement, the “Buyer Transaction Documents”) and, subject (in the case of the Merger) to Section 4.2(breceipt of the Parent Approvals (which shall respectively occur immediately prior to the execution and delivery of this Agreement), to consummate the transactions contemplated hereby and thereby, including the Transactionhereby. The execution, execution and delivery and performance of this Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize the consummation of the transactions contemplated hereby. On or prior to the date hereof, the Board of Directors of Buyer and no other company action on the part of Buyer is necessary to authorize the execution and delivery by Buyer of Parent has unanimously (i) resolved that this Agreement and the other Buyer Transaction Documents transactions contemplated hereby are advisable and in the best interests of Parent and the consummation stockholders of the Transaction. The Board of Directors of Buyer has duly Parent and validly adopted resolutions (iii) approving approved and declaring declared advisable this Agreement and the other Buyer Transaction Documents, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into this Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. None herein, in accordance with the requirements of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any wayDGCL. Each of the Buyer Transaction Documents This Agreement has been duly and validly executed and delivered by Buyer Parent and Merger Sub and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Buyer Transaction Documents this Agreement constitutes the legal, valid and binding obligation agreement of Buyerthe Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Buyer Parent and Merger Sub in accordance with its terms, except as that (i) such enforcement may be subject to (A) the effect of applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, receivership, administration, arrangement, moratorium or other Laws similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally or and (Bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought.