Common use of Authority Relative to this Amendment Clause in Contracts

Authority Relative to this Amendment. Each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 has all requisite corporate or limited liability company power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery of this Amendment by each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 and the consummation by each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 of the Transactions have been duly authorized by all necessary action on the part of each of Parent (subject to obtaining Parent Shareholder Approval), Merger Sub 1 (other than the adoption of the Merger Agreement (as amended or modified by this Amendment) by US Holdings as sole member of Merger Sub 1, which shall occur promptly after the execution and delivery of this Amendment), and Merger Sub 2 (other than the adoption of the Merger Agreement (as amended or modified by this Amendment) by US Holdings as sole member of Merger Sub 2, which shall occur promptly after the execution and delivery of this Amendment) and the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Amendment has been duly executed and delivered by each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2, and assuming the due and valid execution of this Amendment by the Company, constitutes a valid and binding obligation of each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 enforceable against Parent, US Holdings, Merger Sub 1 and Merger Sub 2 in accordance with its terms, subject, as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has unanimously (A) determined that the Merger Agreement (as amended or modified by this Amendment) and the Transactions, including the Parent Share Issuance are in the best interests of Parent, (B) approved this Agreement and the Transactions, including the Parent Share Issuance, and (C) resolved to recommend that the holders of Parent Common Shares approve the Parent Share Issuance at the Parent Shareholders Meeting. The Board of Directors of US Holdings has, by unanimous written consent, (1) determined that the Merger Agreement (as amended or modified by this Amendment) and the Transactions are in the best interests of US Holdings and the stockholders of US Holdings and (2) approved and declared advisable this Agreement and the Transactions, including the Mergers. The only component of the Transaction and the consummation thereof that requires the approval of Parent’s shareholders is the Parent Share Issuance.

Authority Relative to this Amendment. Each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 The Company has all requisite corporate or limited liability company power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery of this Amendment by each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 and the consummation by each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 of the Transactions have been duly authorized by all necessary action on the part of each of Parent (subject to obtaining Parent Shareholder Approval), Merger Sub 1 (other than the adoption of under the Merger Agreement (as amended or modified by this Amendment) by US Holdings as sole member of Merger Sub 1, which shall occur promptly after the ). The execution and delivery of this Amendment), Amendment by the Company and Merger Sub 2 (other than the adoption consummation by the Company of the Merger Agreement (as amended or modified Transactions have been duly authorized by this Amendment) by US Holdings as sole member all necessary corporate action on the part of Merger Sub 2the Company, which shall occur promptly after subject, only with respect to the execution and delivery consummation of this Amendment) the Mergers, to the Company Stockholder Approval and the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Amendment has been duly executed and delivered by each the Company, and assuming the due and valid execution of this Amendment by Parent, US Holdings, Merger Sub 1 and Merger Sub 2, and assuming the due and valid execution of this Amendment by the Company, constitutes a valid and binding obligation of each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 the Company enforceable against Parent, US Holdings, Merger Sub 1 and Merger Sub 2 the Company in accordance with its terms, subject, as to enforceability enforceability, to Creditors’ Rights. The Parent Company Board, at a meeting duly called and held, has unanimously by unanimous vote (A) determined that the Merger Agreement (as amended or modified by this Amendment) and the Transactions, including the Parent Share Issuance Mergers, are fair to, and in the best interests of, the Company and the holders of ParentCompany Common Stock, (B) approved this Agreement and the Transactions, including the Parent Share Issuance, and (C) resolved to recommend that the holders of Parent Common Shares approve the Parent Share Issuance at the Parent Shareholders Meeting. The Board of Directors of US Holdings has, by unanimous written consent, (1) determined that declared advisable the Merger Agreement (as amended or modified by this Amendment) and the Transactions are in the best interests of US Holdings and the stockholders of US Holdings and (2) approved and declared advisable this Agreement and the Transactions, including the Mergers, (C) directed that the Merger Agreement (as amended or modified by this Amendment) be submitted to the holders of Company Common Stock for its adoption, and (D) resolved to recommend that the holders of Company Common Stock adopt the Merger Agreement (as amended or modified by this Amendment) at the Company Stockholders Meeting. The Company Stockholder Approval is the only component vote of the Transaction holders of any class or series of Company Capital Stock necessary to adopt and approve the Merger Agreement (as amended or modified by this Amendment) and the consummation thereof that requires the approval of Parent’s shareholders is the Parent Share IssuanceMergers.

Authority Relative to this Amendment. Each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 (A) The Company has all requisite necessary corporate or limited liability company power and authority to execute and deliver this Amendment and Amendment, to perform its obligations hereunder. The execution under the Merger Agreement (as amended or modified by this Amendment) and delivery of this Amendment by each of Parentto consummate the Transactions, US Holdings, Merger Sub 1 and Merger Sub 2 and the consummation by each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 of the Transactions have been duly authorized by all necessary action on the part of each of Parent (subject only to obtaining Parent Shareholder Approval), Merger Sub 1 (other than the adoption of the Merger Agreement (as amended or modified by this Amendment) by US Holdings as sole member of Merger Sub 1the Requisite Company Vote. Except for the Requisite Company Vote, which shall occur promptly after the execution execution, delivery and delivery performance of this Amendment)Amendment by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and Merger Sub 2 no other corporate proceedings on the part of the Company are necessary to authorize this Amendment or to consummate the Transactions (other than than, with respect to the adoption of the Merger Agreement (as amended or modified by this Amendment) by US Holdings as sole member of Merger Sub 2Merger, which shall occur promptly after the execution and delivery of this Amendment) and the filing of the Certificates Certificate of Merger with the Office of the Secretary of State of the State of DelawareMerger). This Amendment has been duly executed and delivered by each of Parentthe Company and, US Holdings, Merger Sub 1 and Merger Sub 2, and assuming the due authorization, execution and valid execution of this Amendment delivery by the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parentthe Company, US Holdings, Merger Sub 1 and Merger Sub 2 enforceable against Parent, US Holdings, Merger Sub 1 and Merger Sub 2 the Company in accordance with its terms, subject, as except to enforceability the extent subject to Creditors’ Rights. applicable Enforceability Limitations. (B) The Parent Company Board, at a meeting duly called and heldheld on June 6, has 2022, unanimously (A) determined that the Merger Agreement (as amended or modified by this Amendment) and the Transactions, including the Parent Share Issuance are in the best interests of Parent, (B) approved this Agreement and the Transactions, including the Parent Share Issuance, and (C) resolved to recommend that the holders of Parent Common Shares approve the Parent Share Issuance at the Parent Shareholders Meeting. The Board of Directors of US Holdings has, by unanimous written consent, (1i) determined that the Merger Agreement (as amended or modified by this Amendment) and the Transactions (including the Merger), are advisable, fair to, and in the best interests of US Holdings the Company and holders of Company Shares, (ii) approved the Merger Agreement (as amended or modified by this Amendment) and the stockholders of US Holdings Transactions (including the Merger), and (2iii) approved subject to the terms hereof, resolved and declared advisable this agreed to recommend that the holders of Company Shares adopt the Merger Agreement and approve the TransactionsMerger (in each case, including the Mergers. The only component of the Transaction and the consummation thereof that requires the approval of Parent’s shareholders is the Parent Share Issuanceas amended or modified by this Amendment).