Common use of Authorization; Board Approval; Voting Requirements Clause in Contracts

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent and Merger Sub to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, is a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parent, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable to, and in the best interests of, Parent and its stockholders and (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. (c) Merger Sub has taken all necessary corporate action to approve this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. (d) No vote of the holders of any class or series of Securities of Parent is necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby, subject to the Company Stockholder Approval (to the extent required by applicable Law) with respect to the Merger. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub the Company are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated hereby, except, in each case, for the approval of the Merger by the Company Stockholder Approval, to the extent required by applicable Law. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming due authorization, execution and delivery by the CompanyParent and Merger Sub, is a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parentthe Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable to, and in the best interests of, Parent the Company and its stockholders and stockholders, (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, and (iii) making the Company Recommendation. (c) Merger Sub has taken all necessary corporate action To the extent required by applicable Law, the affirmative vote at the Company Stockholders Meeting of holders of a majority of the outstanding shares of Company Common Stock to approve this Agreement, the Offer, the Merger and (the other transactions contemplated by this Agreement. (d“Company Stockholder Approval”) No is the only vote of the holders of any class or series of Securities of Parent is the Company necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby. (d) Concurrently with the execution of this Agreement and assuming Parent has complied with Section 6.22, the Company is terminating the Yara Merger Agreement in accordance with its terms. From March 10, 2010 through the date of this Agreement, the Company has complied with Sections 5.1(a)-(o) of the Yara Merger Agreement without giving effect to any consent or waiver thereunder.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the Company Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated herebyTransactions. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub the Company are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyTransactions, except for, in any such case, the adoption of this Agreement by the Company Stockholder Approval. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming due authorization, execution and delivery by the Companyother Parties, is a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parentthe Company, at a meeting duly called and held, duly and has unanimously adopted resolutions (i) determining determined that the terms of the Offer, the Merger this Agreement and the other transactions contemplated by this Agreement Transactions (including the Merger) are advisable to, fair to and in the best interests of, Parent of the Company and its stockholders, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the Merger), (iii) directed that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders and (iiiv) approving subject to Section 7.5(d), recommended the adoption of this Agreement, Agreement by the Offer, Company’s stockholders (the Merger and the other transactions contemplated by this Agreement“Company Recommendation”). (c) Merger Sub has taken all necessary corporate action to approve The affirmative vote at the Company Stockholders 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, Agreement (the Offer, “Company Stockholder Approval”) is the Merger and the other transactions contemplated by this Agreement. (d) No only vote or consent of the holders of any class or series of Securities of Parent is the Company necessary in connection with the consummation of the Transactions. (d) The representations and warranties set forth in this Section 4.4 shall be made with respect to approve the Original Merger Agreement as of the Original Execution Date and with respect to this Agreement, Agreement as of the Offer, the Merger and the other transactions contemplated herebyExecution Date.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent and Merger Sub to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, is a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parent, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable to, and in the best interests of, Parent and its stockholders stockholders, and (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The Board of Directors of Merger Sub has taken all necessary corporate action to approve this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. (d) No vote of the holders of any class or series of Securities of Parent is necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent CME Group and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the CME Group Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action actions and, subject to receipt of the CME Group Stockholder Approval and adoption of this Agreement by CME Group as the sole stockholder of Merger Sub (which will be effected by CME Group prior to the Effective Time), no other corporate proceedings on the part of either Parent CME Group or Merger Sub are necessary for Parent CME Group and Merger Sub to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent CME Group and Merger Sub and, assuming due authorization, execution and delivery by the CompanyNYMEX Holdings and NYMEX, is a legal, valid and binding obligation of each of Parent CME Group and Merger Sub, enforceable against each of Parent CME Group and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of ParentCME Group, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable toadvisable, fair to and in the best interests of, Parent of CME Group and its stockholders and stockholders, (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (iii) determining that the CME Group Charter Amendment and the CME Group Stock Issuance is advisable and (iv) recommending that CME Group’s stockholders grant the CME Group Stockholder Approval. (c) Merger Sub has taken all necessary corporate action to approve this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. (d) No The affirmative vote of the holders of a majority of the outstanding shares of CME Group Common Stock at the CME Group Stockholders Meeting or any adjournment or postponement thereof to approve the CME Group Charter Amendment and the CME Group Stock Issuance (the “CME Group Stockholder Approval”) is the only vote of the holders of any class or series of Securities or Membership Interests of CME Group necessary to approve the transactions contemplated hereby. The adoption of this Agreement by CME Group as the sole stockholder of Merger Sub is the only vote of the holders of any class or series of Securities of Parent is Merger Sub necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Stockholder Approval, to consummate the Offer, the Merger and the other the transactions contemplated herebyby this Agreement. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub the Company are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for the Stockholder Approval and the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming due authorization, execution and delivery by the CompanyParent and Merger Sub, is a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, reorganization, moratorium and or similar Laws of general applicability relating to or affecting creditors’ rights generally or (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to general equity principlesthe discretion of the court before which any proceeding therefor may be brought (the exceptions in clauses (i) and (ii), the “General Enforceability Exceptions”). (b) The Board of Directors of Parentthe Company, at a meeting duly called and held, has duly and unanimously adopted resolutions (i) determining that the terms of the Offerthis Agreement, the Merger and the other transactions contemplated by this Agreement are advisable fair to, advisable and in the best interests of, Parent of the Company and its stockholders and stockholders, (ii) approving and declaring advisable this Agreement and the consummation by the Company of the transactions contemplated hereby, including the execution, delivery and performance of this Agreement, (iii) subject to Section 6.5, resolving to recommend the Offer, the Merger adoption of this Agreement and the other transactions contemplated hereby by the stockholders of the Company (the “Recommendation”), and (iv) subject to Section 6.5, directing that this Agreement be submitted to the stockholders of the Company for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn and remain in full force and effect. (c) Merger Sub has taken all necessary corporate action to approve The adoption of this AgreementAgreement by the affirmative vote of holders of at least 80 percent of the outstanding shares of Common Stock (the “Stockholder Approval”) at the Stockholders Meeting, or any adjournment or postponement thereof, is the Offer, the Merger and the other transactions contemplated by this Agreement. (d) No only vote or approval of the holders of any class or series of Securities of Parent is the Company necessary to approve adopt this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the Company Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub the Company are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated hereby, except, in each case, for the approval of the Merger by the Company Stockholder Approval. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming due authorization, execution and delivery by the CompanyParent and Merger Sub, is a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parentthe Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable to, and in the best interests of, Parent the Company and its stockholders and stockholders, (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, and (iii) recommending that the Company’s stockholders approve the Merger and the transactions contemplated hereby (the “Company Recommendation”). (c) Merger Sub has taken all necessary corporate action The affirmative vote at the Company Stockholders Meeting of holders of a majority of the outstanding shares of Company Common Stock to approve this Agreement, the Offer, the Merger and (the other transactions contemplated by this Agreement. (d“Company Stockholder Approval”) No is the only vote of the holders of any class or series of Securities of Parent is the Company necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub GFI has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the GFI Stockholder Approval with respect to the consummation of the Merger, to consummate the Offer, the Merger and the other transactions contemplated herebyTransactions. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub GFI are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyTransactions, except for the adoption of this Agreement and the approval of the Merger by the GFI Stockholder Approval. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub GFI and, assuming due authorization, execution and delivery by the Companyother Parties, is a legal, valid and binding obligation of each of Parent and Merger SubGFI, enforceable against each of Parent and Merger Sub GFI in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. (b) The Board of Directors (upon the unanimous recommendation of Parentthe Special Committee) of GFI, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, this Agreement and the Merger and the other transactions contemplated by this Agreement are advisable toadvisable, fair to and in the best interests of, Parent of GFI and its stockholders and stockholders, (ii) approving this AgreementAgreement and the Merger, the Offer, (iii) recommending that GFI's stockholders adopt this Agreement and approve the Merger and (iv) directing that the other transactions contemplated adoption of this Agreement and the approval of the Merger be submitted for consideration of the stockholders of GFI at the GFI Stockholders Meeting. As of the date hereof, none of the aforesaid actions by this Agreementthe Board of Directors of GFI has been amended, rescinded or modified. (c) Merger Sub has taken all necessary corporate action to approve The affirmative vote at the GFI Stockholders Meeting or any adjournment or postponement thereof of the holders of 662/3% of the shares of GFI Common Stock cast at the GFI Stockholders Meeting (provided that such affirmative vote represents at least a majority of the outstanding shares of GFI Common Stock) in favor of the adoption of this Agreement, Agreement is the Offer, the Merger and the other transactions contemplated by this Agreement. (d) No only vote or consent of the holders of any class or series of Securities of Parent is GFI Common Stock necessary to adopt this Agreement and approve the Transactions. GFI has agreed with CME to also subject the adoption of this AgreementAgreement to the affirmative vote at the GFI Stockholders Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding shares of GFI Common Stock that are not Beneficially Owned by (i) the JPI Stockholder Parties, (ii) the other stockholders of JPI and New JPI, (iii) the officers and directors of GFI or (iv) any other Person having any Equity Rights in, or any right to acquire any Equity Rights in (A) JPI, New JPI or any of their respective Affiliates (other than GFI) or Subsidiaries or (B) IDB Buyer or any of its Affiliates (other than GFI) or Subsidiaries (the "Disinterested Stockholder Approval" and together with the approval referenced in the preceding sentence, the Offer, the Merger and the other transactions contemplated hereby"GFI Stockholder Approval").

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the Company Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub the Company are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated hereby, except for the approval of the Merger by the Company Stockholder Approval. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming due authorization, execution and delivery by the CompanyParent and Merger Sub, is a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parentthe Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable toadvisable, fair to and in the best interests of, Parent of the Company and its stockholders and stockholders, (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, and (iii) recommending that the Company’s stockholders approve the Merger and the transactions contemplated hereby (the “Company Recommendation”). (c) Merger Sub has taken all necessary corporate action The affirmative vote at the Company Stockholders Meeting of holders of a majority of the outstanding shares of Company Common Stock to approve this Agreement, the Offer, the Merger and (the other transactions contemplated by this Agreement. (d“Company Stockholder Approval”) No is the only vote of the holders of any class or series of Securities of Parent is the Company necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent JPI and Merger Sub New JPI has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the Stockholder Consent with respect to the consummation of the F-Reorganization and the Merger, to consummate the Offer, the Merger and the other transactions contemplated herebyTransactions. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent JPI or Merger Sub New JPI are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyTransactions, except for the adoption of this Agreement and the approval of the F-Reorganization and the Merger by the Stockholder Consent. This Agreement has been duly and validly executed and delivered by each of Parent JPI and Merger Sub New JPI and, assuming due authorization, execution and delivery by the Companyother Parties, is a legal, valid and binding obligation of each of Parent JPI and Merger SubNew JPI, enforceable against each of Parent JPI and Merger Sub New JPI in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. (b) After giving effect to the Closing and the consummation of the Transactions, New JPI and JPI shall be solvent, as such term is defined, applied and interpreted under applicable Law. (c) The Board respective Boards of Directors of ParentJPI and New JPI, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the OfferTransactions are advisable, the Merger and the other transactions contemplated by this Agreement are advisable to, fair to and in the best interests ofof JPI or New JPI, Parent as applicable, and its stockholders and their respective stockholders, (ii) approving this Agreement, the Offer, the Merger Agreement and the other transactions contemplated by Transactions, (iii) recommending that their respective stockholders adopt this Agreement. Agreement and approve the Transactions and (civ) Merger Sub has taken all necessary corporate action to approve directing that the adoption of this Agreement, the Offer, the Merger Agreement and the other transactions contemplated approval of the Transactions be submitted for consideration of the respective stockholders of JPI and New JPI. None of the aforesaid actions by this Agreementthe respective Boards of Directors of JPI or New JPI have been amended, rescinded or modified. (d) No The affirmative vote or consent of the holders of a majority of the outstanding shares of common stock of JPI or New JPI Common Stock, as applicable, in favor of the adoption of this Agreement is the only vote or consent of the holders of any class or series of Securities of Parent is JPI or New JPI necessary to adopt this Agreement and approve this Agreement, the Offer, Transactions (the Merger and "Required Vote"). The Stockholder Consent constitutes the other transactions contemplated herebyRequired Vote.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub NYMEX Holdings has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the NYMEX Holdings Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub NYMEX Holdings are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated hereby, except for the adoption of this Agreement and the transactions contemplated hereby by the NYMEX Holdings Stockholder Approval. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub NYMEX Holdings and, assuming due authorization, execution and delivery by the CompanyCME Group and Merger Sub, is a legal, valid and binding obligation of each of Parent and Merger SubNYMEX Holdings, enforceable against each of Parent and Merger Sub NYMEX Holdings in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) NYMEX has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of NYMEX are necessary for it to authorize this Agreement or to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by NYMEX and, assuming due authorization, execution and delivery by CME Group and Merger Sub, is a legal, valid and binding obligation of NYMEX, enforceable against NYMEX in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (c) The Board of Directors of ParentNYMEX Holdings, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable toadvisable, fair to and in the best interests of, Parent of NYMEX Holdings and its stockholders and stockholders, (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. , (ciii) Merger Sub has taken all necessary corporate action to approve this Agreementapproving the Voting and Support Agreements, (iv) approving the Offer, the Merger Membership Purchase Offer and the other transactions contemplated by (v) recommending that NYMEX Holdings’ stockholders adopt this Agreement. (d) No The Board of Directors of NYMEX, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement and the transactions contemplated by this Agreement, (ii) determining that the amendments to the Amended and Restated Certificate of Incorporation of NYMEX in the form attached hereto as Exhibit C are advisable and (iii) determining that the amendments to the Bylaws of NYMEX in the form attached hereto as Exhibit D are advisable. (e) Assuming the accuracy of the representations and warranties of CME Group set forth in Section 4.17 (Section 203), the affirmative vote of holders of a majority of the outstanding shares of NYMEX Holdings Common Securities at the NYMEX Holdings Stockholders Meeting or any adjournment or postponement thereof to adopt this Agreement (the “NYMEX Holdings Stockholder Approval”) is the only vote of the holders of any class or series of Securities of Parent is NYMEX Holdings necessary to adopt this Agreement and approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby. (f) The receipt of the NYMEX Member Approval is the only vote of the holders of any class or series of Securities or Membership Interests of NYMEX or any NYMEX Holdings Subsidiary necessary to consummate the transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub GFI has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the GFI Stockholder Approval with respect to the consummation of the Merger, to consummate the Offer, the Merger and the other transactions contemplated herebyTransactions. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub GFI are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyTransactions, except for the adoption of this Agreement and the approval of the Merger by the GFI Stockholder Approval. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub GFI and, assuming due authorization, execution and delivery by the Companyother Parties, is a legal, valid and binding obligation of each of Parent and Merger SubGFI, enforceable against each of Parent and Merger Sub GFI in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors (upon the unanimous recommendation of Parentthe Special Committee) of GFI, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, this Agreement and the Merger and the other transactions contemplated by this Agreement are advisable toadvisable, fair to and in the best interests of, Parent of GFI and its stockholders and stockholders, (ii) approving this AgreementAgreement and the Merger, the Offer, (iii) recommending that GFI’s stockholders adopt this Agreement and approve the Merger and (iv) directing that the other transactions contemplated adoption of this Agreement and the approval of the Merger be submitted for consideration of the stockholders of GFI at the GFI Stockholders Meeting. As of the date hereof, none of the aforesaid actions by this Agreementthe Board of Directors of GFI has been amended, rescinded or modified. (c) Merger Sub has taken all necessary corporate action to approve The affirmative vote at the GFI Stockholders Meeting or any adjournment or postponement thereof of the holders of 66 2/3% of the shares of GFI Common Stock cast at the GFI Stockholders Meeting (provided that such affirmative vote represents at least a majority of the outstanding shares of GFI Common Stock) in favor of the adoption of this Agreement, Agreement is the Offer, the Merger and the other transactions contemplated by this Agreement. (d) No only vote or consent of the holders of any class or series of Securities of Parent is GFI Common Stock necessary to adopt this Agreement and approve the Transactions. GFI has agreed with CME to also subject the adoption of this AgreementAgreement to the affirmative vote at the GFI Stockholders Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding shares of GFI Common Stock that are not Beneficially Owned by (i) the JPI Stockholder Parties, (ii) the other stockholders of JPI and New JPI, (iii) the officers and directors of GFI or (iv) any other Person having any Equity Rights in, or any right to acquire any Equity Rights in (A) JPI, New JPI or any of their respective Affiliates (other than GFI) or Subsidiaries or (B) IDB Buyer or any of its Affiliates (other than GFI) or Subsidiaries (the “Disinterested Stockholder Approval” and together with the approval referenced in the preceding sentence, the Offer, the Merger and the other transactions contemplated hereby“GFI Stockholder Approval”).

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby, subject to the Company Stockholder Approval (to the extent required by applicable Law) with respect to the Merger. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub the Company are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated hereby, except, in each case, for the adoption of the Merger by the Company Stockholder Approval, to the extent required by applicable Law. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming due authorization, execution and delivery by the CompanyParent and Merger Sub, is a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesprinciples (regardless of whether such enforceability is considered in a proceeding at equity or law). (b) The Board of Directors of Parentthe Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger Merger, this Agreement and the other transactions contemplated by this Agreement are advisable to, and in the best interests of, Parent the Company and its stockholders and stockholders, (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, and (iii) making the Company Recommendation. (c) Merger Sub has taken all necessary corporate action to approve this AgreementTo the extent required by applicable Law, the Offer, affirmative vote at the Merger and Company Stockholders Meeting of holders of a majority of the other transactions contemplated by outstanding shares of Company Common Stock to adopt this Agreement. Agreement (dthe “Company Stockholder Approval”) No is the only vote of the holders of any class or series of Securities of Parent is the Company necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent CBOT Holdings and Merger Sub CBOT has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to (i) with respect to CBOT Holdings, receipt of approval by the holders of a majority of the outstanding shares of CBOT Holdings Class A Common Stock entitled to vote in accordance with the DGCL and (ii) with respect to CBOT, receipt of the CBOT Membership Approval (collectively, the “CBOT Holdings Stockholder Approval”), to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action actions, and no other corporate proceedings on the part of either Parent CBOT Holdings or Merger Sub CBOT are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated hereby, except for the adoption of this Agreement and the transactions contemplated hereby by the CBOT Holdings Stockholder Approval. This Agreement has been duly and validly executed and delivered by each of Parent CBOT Holdings and Merger Sub CBOT and, assuming due authorization, execution and delivery by the CompanyCME Holdings, is a legal, valid and binding obligation of each of Parent CBOT Holdings and Merger SubCBOT, enforceable against each of Parent CBOT Holdings and Merger Sub CBOT in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of ParentCBOT Holdings, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable toadvisable, fair to and in the best interests of, Parent of CBOT Holdings and its stockholders and stockholders, (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. , (ciii) Merger Sub has taken all necessary corporate action to recommending that CBOT Holdings’ stockholders adopt this Agreement and approve this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. (d) No vote of the holders of any class or series of Securities of Parent is necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby.hereby and

Authorization; Board Approval; Voting Requirements. (a) Each of Parent Purchaser and Merger Sub has have all requisite corporate power and authority to execute execute, deliver and deliver perform this AgreementAgreement and their Related Agreements and, subject to perform its obligations hereunder obtaining the Required Purchaser Stockholder Approval and approval of the sole stockholder of Merger Sub, to consummate the Offer, the Merger and the other transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Purchaser and Merger Sub of this Agreement and their Related Agreements and the consummation by Purchaser and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action by the Purchaser Board, the board of directors of Merger Sub, and, other than obtaining the Required Purchaser Stockholder Approval and approval of the sole stockholder of Merger Sub, no other corporate proceedings on the part of either Parent or action by Purchaser, Merger Sub are or their respective stockholders is necessary for Parent and Merger Sub to authorize this Agreement or its Related Agreements or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly Purchaser and Merger Sub have validly executed and delivered by this Agreement, and, at the Closing will have validly executed and delivered their Related Agreements. This Agreement and each of Parent and the Related Agreements to which Purchaser or Merger Sub and, assuming due authorization, execution and delivery by the Company, is a party constitute, or when executed and delivered by Purchaser or Merger Sub shall constitute, the legal, valid and binding obligation obligations of each of Parent Purchaser and Merger Sub, as applicable, enforceable against each of Parent Purchaser and Merger Sub Sub, as applicable, in accordance with its respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesthe Enforceability Limitations. (b) The Board of Directors of ParentPurchaser Board, at a meeting duly called and heldheld at which all directors of the Purchaser Board were present or participated and voted, duly and has unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger this Agreement and the other transactions contemplated by this Agreement Transactions are advisable advisable, fair to, and in the best interests ofof Purchaser and the Purchaser Stockholders, Parent and its stockholders and (ii) approving and declaring advisable this Agreement, the Offer, the Merger Agreement and the other Transactions, (iii) approving Purchaser’s Related Agreements and the transactions contemplated by thereby, (iv) directing that the adoption of this AgreementAgreement be submitted to a vote of the Purchaser Stockholders, and (v) recommending that the Purchaser Stockholders vote to approve the issuance of Purchaser Shares. (c) Merger Sub has taken all necessary corporate action The only vote or Consent of the Purchaser Stockholders required to adopt this Agreement and approve this Agreementthe Merger, the OfferPurchaser’s Related Agreements, the Merger and the other transactions contemplated hereby and thereby, and each of the matters requiring the Required Purchaser Stockholder Approval, is the Required Purchaser Stockholder Approval. No other vote of the Purchaser Stockholders is required by this AgreementLaw, the Organizational Documents of Purchaser or any Contract to which Purchaser is a party. (d) No vote of the holders of any class Purchaser does not have in effect a “poison pill,” anti-takeover plan or series of Securities of Parent is necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated herebysimilar stockholder rights plan.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent JPI and Merger Sub New JPI has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the Stockholder Consent with respect to the consummation of the F-Reorganization and the Merger, to consummate the Offer, the Merger and the other transactions contemplated herebyTransactions. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent JPI or Merger Sub New JPI are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyTransactions, except for the adoption of this Agreement and the approval of the F-Reorganization and the Merger by the Stockholder Consent. This Agreement has been duly and validly executed and delivered by each of Parent JPI and Merger Sub New JPI and, assuming due authorization, execution and delivery by the Companyother Parties, is a legal, valid and binding obligation of each of Parent JPI and Merger SubNew JPI, enforceable against each of Parent JPI and Merger Sub New JPI in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) After giving effect to the Closing and the consummation of the Transactions, New JPI and JPI shall be solvent, as such term is defined, applied and interpreted under applicable Law. (c) The Board respective Boards of Directors of ParentJPI and New JPI, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the OfferTransactions are advisable, the Merger and the other transactions contemplated by this Agreement are advisable to, fair to and in the best interests ofof JPI or New JPI, Parent as applicable, and its stockholders and their respective stockholders, (ii) approving this Agreement, the Offer, the Merger Agreement and the other transactions contemplated by Transactions, (iii) recommending that their respective stockholders adopt this Agreement. Agreement and approve the Transactions and (civ) Merger Sub has taken all necessary corporate action to approve directing that the adoption of this Agreement, the Offer, the Merger Agreement and the other transactions contemplated approval of the Transactions be submitted for consideration of the respective stockholders of JPI and New JPI. None of the aforesaid actions by this Agreementthe respective Boards of Directors of JPI or New JPI have been amended, rescinded or modified. (d) No The affirmative vote or consent of the holders of a majority of the outstanding shares of common stock of JPI or New JPI Common Stock, as applicable, in favor of the adoption of this Agreement is the only vote or consent of the holders of any class or series of Securities of Parent is JPI or New JPI necessary to adopt this Agreement and approve this Agreement, the Offer, Transactions (the Merger and “Required Vote”). The Stockholder Consent constitutes the other transactions contemplated herebyRequired Vote.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to execute execute, deliver, and deliver perform this AgreementAgreement and its Related Agreements and, subject to perform its obligations hereunder and obtaining the Required Company Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement and its Related Agreements and the consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action and by the Company Board, and, other than obtaining the Required Company Stockholder Approval, no other corporate proceedings on action by the part of either Parent Company or Merger Sub are the Company Stockholders is necessary for Parent and Merger Sub to authorize this Agreement or its Related Agreements or to consummate the transactions contemplated herebyhereby or thereby. This Agreement The Company has been duly and validly executed and delivered by this Agreement, and, at the Closing, will have validly executed and delivered its Related Agreements. This Agreement and each of Parent the Related Agreements to which the Company is a party constitute, or when executed and Merger Sub and, assuming due authorization, execution and delivery delivered by the Company, is a shall constitute the legal, valid valid, and binding obligation obligations of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesthe Enforceability Limitations. (b) The Board of Directors of ParentCompany Board, at a meeting duly called and heldheld at which all directors of the Company were present or participated and voted, duly and has unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger this Agreement and the other transactions contemplated by this Agreement Transactions are advisable advisable, fair to, and in the best interests ofof the Company and the Company Stockholders, Parent and its stockholders and (ii) approving and declaring advisable this Agreement, the Offer, the Merger Agreement and the other Transactions, (iii) approving the Company’s Related Agreements and the transactions contemplated by thereby, (iv) directing that the adoption of this AgreementAgreement be submitted to a vote of the Company Stockholders and (v) recommending to the Company Stockholders approval of each of the matters requiring the Required Company Stockholder Approval. (c) Merger Sub has taken all necessary corporate action The only vote or Consent of the Company Stockholders required to adopt this Agreement and approve this Agreementthe Merger, the OfferCompany’s Related Agreements, the Merger and the other transactions contemplated by this Agreement. (d) No hereby and thereby, and the other matters set forth in the Written Consent, is the affirmative vote of the holders of any at least two-thirds of the outstanding Voting Common Stock voting as a single class or series (the “Required Company Stockholder Approval”). No other vote of Securities of Parent the Company Stockholders is necessary to approve this Agreementrequired by Law, the OfferOrganizational Documents of the Company, or any Contract to which the Merger and the other transactions contemplated herebyCompany is a party.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, in the case of Parent, the CVR Agreement, to perform its obligations hereunder and thereunder and, subject to the Parent Stockholder Approval and the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which will be effected by Parent as promptly as reasonably practicable after the execution of this Agreement by the Parties), to consummate the Offer, the Merger and the other transactions contemplated herebyTransactions. The execution, delivery and performance of this Agreement, and, in the case of Parent, the CVR Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent and Merger Sub it to authorize this Agreement and, in the case of Parent, the CVR Agreement or to consummate the transactions contemplated herebyTransactions, except for, in any such case, the adoption of this Agreement by the Parent Stockholder Approval and the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which will be effected by Parent as promptly as reasonably practicable after the execution of this Agreement by the Parties). This Agreement has been been, and, in the case of Parent, the CVR Agreement will be, duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Companyother Parties, is each such agreement constitutes, or will constitute at the time of such authorization, execution and delivery, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parent, at a meeting duly called and held, duly and unanimously adopted resolutions has (i) determining determined that the terms of the Offerthis Agreement, the Merger CVR Agreement, and the other transactions contemplated by this Agreement Transactions (including the Parent Share Issuance) are advisable to, fair to and in the best interests of, of Parent and its stockholders and stockholders, (ii) approving approved, adopted and declared advisable this Agreement, the OfferCVR Agreement, the Merger and the other transactions contemplated Transactions (including the Parent Share Issuance), (iii) directed that the Parent Share Issuance be submitted to a vote at a meeting of Parent’s stockholders and (iv) subject to Section 7.19(d), recommended the approval of the Parent Share Issuance by this AgreementParent’s stockholders (the “Parent Recommendation”). (c) Merger Sub has taken all necessary corporate action to approve this AgreementThe affirmative vote at the Parent Stockholders Meeting or any adjournment or postponement thereof at which a quorum is present of the holders of at least a majority of the votes cast by holders of outstanding shares of Parent Common Stock approving the Parent Share Issuance (such approval, the Offer, “Parent Stockholder Approval”) is the Merger and only vote or consent of the other transactions contemplated by this Agreementholders of any Parent Capital Stock necessary in connection with the consummation of the Transactions. (d) No vote The representations and warranties set forth in this Section 5.4 shall be made with respect to the Original Merger Agreement as of the holders Original Execution Date and with respect to this Agreement as of any class or series of Securities of Parent is necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated herebyExecution Date.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub Symetra has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated herebyby this Agreement. The execution, delivery and performance by Symetra of this Agreement and the consummation by Symetra of the Offer, the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent Symetra, subject to receipt of the Stockholder Approval and Merger Sub to authorize this Agreement or to consummate the transactions contemplated herebyfiling of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub Symetra and, assuming due authorization, execution and delivery by the CompanySumitomo and Merger Sub, is a legal, valid and binding obligation of each of Parent and Merger SubSymetra, enforceable against each of Parent and Merger Sub Symetra in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and reorganization or similar Laws of general applicability relating to or affecting creditors’ rights generally and to by general equity principlesprinciples of equity. (b) The Board of Directors of ParentSymetra, at a meeting duly called and held, duly and has unanimously adopted resolutions (i) determining that approving an amendment to Symetra’s bylaws to include the terms provision set forth in Exhibit A. As of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable to, and in the best interests of, Parent and its stockholders and (ii) approving date of this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreementsuch resolutions have not been amended or withdrawn. (c) Merger Sub The Board of Directors of Symetra, at a meeting duly called and held, has taken all necessary corporate action to approve unanimously adopted resolutions approving this Agreement, the Offer, the Merger declaring this Agreement advisable and the other transactions contemplated by recommending that Symetra’s stockholders adopt this Agreement. As of the date of this Agreement, such resolutions have not been amended or withdrawn. (d) No The affirmative vote of holders of a majority of the outstanding shares of Common Stock at the Stockholders Meeting, or any adjournment or postponement thereof, to adopt this Agreement (the “Stockholder Approval”) is the only vote or approval of the holders of any class or series of Securities of Parent is Symetra necessary to approve adopt this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the Company Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated herebyTransactions. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub the Company are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyTransactions, except for, in any such case, the adoption of this Agreement by the Company Stockholder Approval. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming due authorization, execution and delivery by the Companyother Parties, is a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parentthe Company, at a meeting duly called and held, duly and has unanimously adopted resolutions (i) determining determined that the terms of the Offer, the Merger this Agreement and the other transactions contemplated by this Agreement Transactions (including the Merger) are advisable to, fair to and in the best interests of, Parent of the Company and its stockholders, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the Merger), (iii) directed that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders and (iiiv) approving subject to Section 7.5(d), recommended the adoption of this Agreement, Agreement by the Offer, Company’s stockholders (the Merger and the other transactions contemplated by this Agreement“Company Recommendation”). (c) Merger Sub has taken all necessary corporate action to approve The affirmative vote at the Company Stockholders 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, Agreement (the Offer, “Company Stockholder Approval”) is the Merger and the other transactions contemplated by this Agreement. (d) No only vote or consent of the holders of any class or series of Securities of Parent is the Company necessary to approve this Agreement, in connection with the Offer, consummation of the Merger and the other transactions contemplated herebyTransactions.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub Protective has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated herebyby this Agreement. The execution, delivery and performance by Protective of this Agreement and the consummation by Protective of the Offer, the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent Protective, subject to receipt of the Stockholder Approval and Merger Sub to authorize this Agreement or to consummate the transactions contemplated herebyfiling of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub Protective and, assuming due authorization, execution and delivery by the CompanyDai-ichi and Merger Sub, is a legal, valid and binding obligation of each of Parent and Merger SubProtective, enforceable against each of Parent and Merger Sub Protective in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and reorganization or similar Laws of general applicability relating to or affecting creditors’ ' rights generally and to by general equity principlesprinciples of equity. (b) The Board of Directors of ParentProtective, at a meeting duly called and held, duly and has unanimously adopted resolutions (i) determining that approving an amendment to Protective's bylaws to include the terms provision set forth in Exhibit C. As of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable to, and in the best interests of, Parent and its stockholders and (ii) approving date of this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreementsuch resolutions have not been amended or withdrawn. (c) Merger Sub Subsequent to the adoption of the resolutions referred to in Section 4.04(b), the Board of Directors of Protective, at a meeting duly called and held, has taken all necessary corporate action to approve unanimously adopted resolutions approving this Agreement, the Offer, the Merger declaring this Agreement advisable and the other transactions contemplated by recommending that Protective's stockholders adopt this Agreement. As of the date of this Agreement, such resolutions have not been amended or withdrawn. (d) No The affirmative vote of holders of a majority of the outstanding shares of Common Stock at the Stockholders Meeting, or any adjournment or postponement thereof, to adopt this Agreement (the "Stockholder Approval") is the only vote or approval of the holders of any class or series of Securities of Parent is Protective necessary to approve adopt this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the Parent Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent and Merger Sub to authorize this Agreement or to consummate the transactions contemplated hereby, except, in each case, for the approval of the Rights Issue by the Parent Stockholder Approval. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, is a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parent, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable to, and in the best interests of, Parent and its stockholders and (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. (c) Merger Sub has taken all necessary corporate action to approve this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. (d) No The affirmative vote at the Parent Stockholders Meeting of holders of at least two-thirds of the shares of Parent Common Stock represented in person or by proxy at the Parent Stockholders Meeting to approve the Rights Issue (the “Parent Stockholder Approval”) is the only vote of the holders of any class or series of Securities of Parent is necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated herebyby this Agreement. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub the Company are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for (i) the Stockholder Approval and (ii) the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming due authorization, execution and delivery by the CompanyXxxxxx and Merger Sub, is a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and reorganization or similar Laws of general applicability relating to or affecting creditors’ rights generally and to by general equity principlesprinciples of equity. (b) The Board of Directors of Parentthe Company, at a meeting duly called and held, has duly and unanimously adopted resolutions (i) determining that the terms of the Offerthis Agreement, the Merger and the other transactions contemplated by this Agreement are advisable fair to, advisable and in the best interests of, Parent of the Company and its stockholders and stockholders, (ii) authorizing and approving the execution, delivery and performance of this Agreement by and on behalf of the Company, (iii) resolving to recommend the adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company (the “Recommendation”) and (iv) directing that this Agreement be submitted to the stockholders of the Company for adoption. As of the date of this Agreement, the Offer, the Merger such resolutions have not been amended or withdrawn and the other transactions contemplated by this Agreementremain in full force and effect. (c) Merger Sub has taken all necessary corporate action to approve The adoption of this AgreementAgreement by the affirmative vote of holders of a majority of the outstanding shares of Common Stock (the “Stockholder Approval”) at the Stockholders Meeting, or any recess, adjournment or postponement thereof, is the Offer, the Merger and the other transactions contemplated by this Agreement. (d) No only vote or approval of the holders of any class or series of Securities of Parent is the Company necessary to approve adopt this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent Ecolab and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Ecolab Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated herebyby this Agreement. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent Ecolab or Merger Sub are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for the Ecolab Stockholder Approval and the filing of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by each of Parent Ecolab and Merger Sub and, assuming due authorization, execution and delivery by the CompanyNalco, is a legal, valid and binding obligation of each of Parent Ecolab and Merger Sub, enforceable against each of Parent Ecolab and Merger Sub in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and reorganization or similar Laws of general applicability relating to or affecting creditors’ rights generally and to by general equity principlesprinciples of equity. (b) The Board of Directors of ParentEcolab, at a meeting duly called and held, has duly and unanimously adopted resolutions (i) determining that approving this Agreement, (ii) declaring this Agreement advisable, (iii) approving the terms issuance of shares of Ecolab Common Stock as part of the Offer, Merger Consideration upon the consummation of the Merger and the other transactions contemplated by in accordance with this Agreement are advisable to, and in (the best interests of, Parent and its stockholders “Ecolab Share Issuance”) and (iiiv) recommending that Ecolab’s stockholders approve the Ecolab Share Issuance. As of the date of this Agreement, such resolutions have not been amended or withdrawn. (c) The Board of Directors of Merger Sub, acting by unanimous written consent in lieu of special meeting, has duly and unanimously adopted resolutions (i) approving this Agreement, (ii) declaring this Agreement advisable and (iii) recommending that Ecolab as Merger Sub’s sole stockholder adopt this Agreement. Ecolab, as the Offersole stockholder of Merger Sub, acting by written consent in lieu of special meeting, will, promptly following the execution and delivery of this Agreement by the Parties, duly adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement. (c) Merger Sub has taken all necessary corporate action to approve . As of the date of this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreementsuch resolutions have not been amended or withdrawn. (d) No The affirmative vote of a majority of the votes cast by the holders of Ecolab Common Stock at the Ecolab Stockholders Meeting, or any adjournment or postponement thereof, to approve the Ecolab Share Issuance, subject to the requirement under the listing rules of the NYSE that the holders of a majority of the outstanding shares of Ecolab Common Stock cast for, against or abstaining votes at the Ecolab Stockholders Meeting or any adjournment or postponement thereof (the “Ecolab Stockholder Approval”), are the only votes of the holders of any class or series of Securities of Parent is Ecolab necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated herebyEcolab Share Issuance.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the Parent Stockholder Approval, if applicable, to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and actions and, subject to receipt of the Parent Stockholder Approval, if applicable, no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent and Merger Sub to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, is a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parent, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable toadvisable, fair to and in the best interests of, of Parent and its stockholders and stockholders, (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (iii) determining that the Parent Common Stock Issuance is advisable and (iv) recommending that Parent’s stockholders grant the Parent Stockholder Approval (the “Parent Recommendation”). (c) Merger Sub has taken all necessary corporate action to approve this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. (d) No The affirmative vote of at least a majority of all shares of Parent Common Stock casting votes at the Parent Stockholders Meeting to approve the Parent Common Stock Issuance (provided that the total vote cast represents over 50% of the interest of all of Parent’s Securities entitled to vote) (the “Parent Stockholder Approval”) is the only vote of the holders of any class or series of Securities of Parent is necessary to approve this Agreementapprove, in accordance with the applicable rules of the NYSE, the Offer, issuance of Parent Common Stock as the Merger and the other transactions contemplated herebyConsideration.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent JPI and Merger Sub New JPI has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the Stockholder Consent with respect to the consummation of the F-Reorganization and the Merger, to consummate the Offer, the Merger and the other transactions contemplated herebyTransactions. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent JPI or Merger Sub New JPI are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyTransactions, except for the adoption of this Agreement and the approval of the F-Reorganization and the Merger by the Stockholder Consent. This Agreement has been duly and validly executed and delivered by each of Parent JPI and Merger Sub New JPI and, assuming due authorization, execution and delivery by the Companyother Parties, is a legal, valid and binding obligation of each of Parent JPI and Merger SubNew JPI, enforceable against each of Parent JPI and Merger Sub New JPI in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) After giving effect to the Closing and the consummation of the Transactions, New JPI and JPI shall be solvent, as such term is defined, applied and interpreted under applicable Law. (c) The Board respective Boards of Directors of ParentJPI and New JPI, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the OfferTransactions are advisable, the Merger and the other transactions contemplated by this Agreement are advisable to, fair to and in the best interests ofof JPI or New JPI, Parent as applicable, and its stockholders and their respective stockholders, (ii) approving this Agreement, the Offer, the Merger Agreement and the other transactions contemplated by Transactions, (iii) recommending that their respective stockholders adopt this Agreement. Agreement and approve the Transactions and (civ) Merger Sub has taken all necessary corporate action to approve directing that the adoption of this Agreement, the Offer, the Merger Agreement and the other transactions contemplated approval of the Transactions be submitted for consideration of the respective stockholders of JPI and New JPI. None of the aforesaid actions by this Agreementthe respective Boards of Directors of JPI or New JPI have been amended, rescinded or modified. (d) No The affirmative consent of the holders of a majority of the outstanding shares of common stock of JPI or New JPI Common Stock, as applicable, in favor of the adoption of this Agreement is the only vote or consent of the holders of any class or series of Securities of Parent is JPI or New JPI necessary to adopt this Agreement and approve this Agreement, the Offer, Transactions (the Merger and “Required Consent”). The Stockholder Consent constitutes the other transactions contemplated herebyRequired Consent.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub Nalco has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Nalco Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated herebyby this Agreement. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub Nalco are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for the Nalco Stockholder Approval and the filing of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub Nalco and, assuming due authorization, execution and delivery by the CompanyEcolab and Merger Sub, is a legal, valid and binding obligation of each of Parent and Merger SubNalco, enforceable against each of Parent and Merger Sub Nalco in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and reorganization or similar Laws of general applicability relating to or affecting creditors’ rights generally and to by general equity principlesprinciples of equity. (b) The Board of Directors of ParentNalco, at a meeting duly called and held, has duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable to, and in the best interests of, Parent and its stockholders and (ii) approving this Agreement, the Offer, the Merger (ii) declaring this Agreement advisable and the other transactions contemplated by (iii) recommending that Nalco’s stockholders adopt this Agreement. As of the date of this Agreement, such resolutions have not been amended or withdrawn. (c) Merger Sub has taken all necessary corporate action The affirmative vote of holders of a majority of the outstanding shares of Nalco Common Stock at the Nalco Stockholders Meeting, or any adjournment or postponement thereof, to approve adopt this Agreement, Agreement (the Offer, “Nalco Stockholder Approval”) is the Merger and the other transactions contemplated by this Agreement. (d) No only vote of the holders of any class or series of Securities of Parent is Nalco necessary to approve adopt this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby, subject to the Company Stockholder Approval (to the extent required by applicable Law) with respect to the Merger. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub the Company are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated hereby, except, in each case, for the approval of the Merger by the Company Stockholder Approval, to the extent required by applicable Law. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming due authorization, execution and delivery by the CompanyParent and Merger Sub, is a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parentthe Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable to, and in the best interests of, Parent the Company and its stockholders and stockholders, (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, and (iii) making the Company Recommendation. (c) Merger Sub has taken all necessary corporate action To the extent required by applicable Law, the affirmative vote at the Company Stockholders Meeting of holders of a majority of the outstanding shares of Company Common Stock to approve this Agreement, the Offer, the Merger and (the other transactions contemplated by this Agreement. (d“Company Stockholder Approval”) No is the only vote of the holders of any class or series of Securities of Parent is the Company necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby. (d) Concurrently with the execution of this Agreement, the Company is terminating the Yara Merger Agreement in accordance with its terms. Concurrently with such termination, the Company paid in full the Termination Fee (as defined in the Yara Merger Agreement) of $123 million to Yara International ASA pursuant to Section 8.2(b)(i) of the Yara Merger Agreement.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub the Mylan Parties has all requisite corporate power and authority to enter into, execute and deliver this Agreement, and, subject to obtaining the Shareholder Approval and the New Mylan Approval, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution, execution and delivery and performance by the Mylan Parties of this Agreement and, subject to obtaining the Shareholder Approval and the New Mylan Approval, the performance by the Mylan Parties of their obligations hereunder and the consummation by the Mylan Parties of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate action and no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent and Merger Sub to authorize this Agreement or to consummate the transactions contemplated herebyaction. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub Mylan Party and, assuming due authorization, execution and delivery by the CompanyXxxxxx, is a legal, valid and binding obligation of each of Parent and Merger SubMylan Party, enforceable against each of Parent and Merger Sub Mylan Party in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, liquidation, dissolution, moratorium and or other similar Laws of general applicability relating to or affecting creditors’ the rights of creditors generally and to the effect of the application of general principles of equity principles(regardless of whether considered in Actions at Law or in equity). (b) Mylan and each Affiliate of Mylan that shall be a party to any Ancillary Agreement shall have the requisite corporate or similar power to enter into, execute and deliver such Ancillary Agreement and, subject to obtaining the Shareholder Approval and the New Mylan Approval, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Board execution and delivery by Mylan and each Affiliate of Directors Mylan that shall be a party to any Ancillary Agreement of Parentsuch Ancillary Agreement and, at a meeting duly called subject to obtaining the Shareholder Approval and heldthe New Mylan Approval, duly the performance by Mylan and unanimously adopted resolutions (i) determining that such Affiliate of their obligations under such Ancillary Agreement and the terms consummation by Mylan and such Affiliate of the Offer, the Merger and the other transactions contemplated by this such Ancillary Agreement are advisable toshall have been duly authorized by all requisite corporate or similar action on the part of Mylan and such Affiliate by the time such Ancillary Agreement is executed and delivered. No later than the Closing, each Ancillary Agreement to which Mylan or any Affiliate of Mylan shall be a party shall be duly and in validly executed and delivered by such Person and, assuming the best interests of, Parent due execution and its stockholders and (ii) approving this Agreement, the Offer, the Merger and delivery thereof by the other transactions contemplated by this Agreementparties thereto, at the Closing shall constitute a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in Action at Law or in equity). (c) Merger Sub has taken all necessary corporate action to approve As soon as practicable after the execution and delivery of this Agreement, the OfferNew Mylan, the as sole shareholder of Merger Sub, shall approve this Agreement and the other transactions contemplated by this AgreementPlan of Merger (the “New Mylan Approval”). (d) No The affirmative vote of a majority of the votes cast by all holders of Mylan Common Stock entitled to vote at the Shareholders Meeting, or any adjournment or postponement thereof, to approve this Agreement and the Plan of Merger (the “Shareholder Approval”) is the only vote or approval of the holders of any class or series of Securities of Parent is Mylan necessary to approve this Agreement, the Offer, the Merger Agreement and the other consummation of the transactions contemplated herebythereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent Ecolab and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Ecolab Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated herebyby this Agreement. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent Ecolab or Merger Sub are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for the Ecolab Stockholder Approval and the filing of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by each of Parent Ecolab and Merger Sub and, assuming due authorization, execution and delivery by the CompanyNalco, is a legal, valid and binding obligation of each of Parent Ecolab and Merger Sub, enforceable against each of Parent Ecolab and Merger Sub in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and reorganization or similar Laws of general applicability relating to or affecting creditors’ ' rights generally and to by general equity principlesprinciples of equity. (b) The Board of Directors of ParentEcolab, at a meeting duly called and held, has duly and unanimously adopted resolutions (i) determining that approving this Agreement, (ii) declaring this Agreement advisable, (iii) approving the terms issuance of shares of Ecolab Common Stock as part of the Offer, Merger Consideration upon the consummation of the Merger and the other transactions contemplated by in accordance with this Agreement are advisable to, and in (the best interests of, Parent and its stockholders "Ecolab Share Issuance") and (iiiv) recommending that Ecolab's stockholders approve the Ecolab Share Issuance. As of the date of this Agreement, such resolutions have not been amended or withdrawn. (c) The Board of Directors of Merger Sub, acting by unanimous written consent in lieu of special meeting, has duly and unanimously adopted resolutions (i) approving this Agreement, (ii) declaring this Agreement advisable and (iii) recommending that Ecolab as Merger Sub's sole stockholder adopt this Agreement. Ecolab, as the Offersole stockholder of Merger Sub, acting by written consent in lieu of special meeting, will, promptly following the execution and delivery of this Agreement by the Parties, duly adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement. (c) Merger Sub has taken all necessary corporate action to approve . As of the date of this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreementsuch resolutions have not been amended or withdrawn. (d) No The affirmative vote of a majority of the votes cast by the holders of Ecolab Common Stock at the Ecolab Stockholders Meeting, or any adjournment or postponement thereof, to approve the Ecolab Share Issuance, subject to the requirement under the listing rules of the NYSE that the holders of a majority of the outstanding shares of Ecolab Common Stock cast for, against or abstaining votes at the Ecolab Stockholders Meeting or any adjournment or postponement thereof (the "Ecolab Stockholder Approval"), are the only votes of the holders of any class or series of Securities of Parent is Ecolab necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated herebyEcolab Share Issuance.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub the Mylan Parties has all requisite corporate power and authority to enter into, execute and deliver this Agreement, and, subject to obtaining the Shareholder Approval and the New Mylan Approval, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution, execution and delivery and performance by the Mylan Parties of this Agreement and, subject to obtaining the Shareholder Approval and the New Mylan Approval, the performance by the Mylan Parties of their obligations hereunder and the consummation by the Mylan Parties of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate action and no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent and Merger Sub to authorize this Agreement or to consummate the transactions contemplated herebyaction. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub Mylan Party and, assuming due authorization, execution and delivery by the CompanyAbbott, is a legal, valid and binding obligation of each of Parent and Merger SubMylan Party, enforceable against each of Parent and Merger Sub Mylan Party in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, liquidation, dissolution, moratorium and or other similar Laws of general applicability relating to or affecting creditors’ the rights of creditors generally and to the effect of the application of general principles of equity principles(regardless of whether considered in Actions at Law or in equity). (b) Mylan and each Affiliate of Mylan that shall be a party to any Ancillary Agreement shall have the requisite corporate or similar power to enter into, execute and deliver such Ancillary Agreement and, subject to obtaining the Shareholder Approval and the New Mylan Approval, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Board execution and delivery by Mylan and each Affiliate of Directors Mylan that shall be a party to any Ancillary Agreement of Parentsuch Ancillary Agreement and, at a meeting duly called subject to obtaining the Shareholder Approval and heldthe New Mylan Approval, duly the performance by Mylan and unanimously adopted resolutions (i) determining that such Affiliate of their obligations under such Ancillary Agreement and the terms consummation by Mylan and such Affiliate of the Offer, the Merger and the other transactions contemplated by this such Ancillary Agreement are advisable toshall have been duly authorized by all requisite corporate or similar action on the part of Mylan and such Affiliate by the time such Ancillary Agreement is executed and delivered. No later than the Closing, each Ancillary Agreement to which Mylan or any Affiliate of Mylan shall be a party shall be duly and in validly executed and delivered by such Person and, assuming the best interests of, Parent due execution and its stockholders and (ii) approving this Agreement, the Offer, the Merger and delivery thereof by the other transactions contemplated by this Agreementparties thereto, at the Closing shall constitute a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in Action at Law or in equity). (c) Merger Sub has taken all necessary corporate action to approve As soon as practicable after the execution and delivery of this Agreement, the OfferNew Mylan, the as sole shareholder of Merger Sub, shall approve this Agreement and the other transactions contemplated by this AgreementPlan of Merger (the “New Mylan Approval”). (d) No The affirmative vote of a majority of the votes cast by all holders of Mylan Common Stock entitled to vote at the Shareholders Meeting, or any adjournment or postponement thereof, to approve this Agreement and the Plan of Merger (the “Shareholder Approval”) is the only vote or approval of the holders of any class or series of Securities of Parent is Mylan necessary to approve this Agreement, the Offer, the Merger Agreement and the other consummation of the transactions contemplated herebythereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the Parent Stockholder Approval and the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which will be effected by Parent as promptly as reasonably practicable after the execution of this Agreement by the Parties), to consummate the Offer, the Merger and the other transactions contemplated herebyTransactions. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyTransactions, except for, in any such case, the adoption of this Agreement by the Parent Stockholder Approval and the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which will be effected by Parent as promptly as reasonably practicable after the execution of this Agreement by the Parties). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Companyother Parties, is a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parent, at a meeting duly called and held, duly and unanimously adopted resolutions has (i) determining determined that the terms of the Offer, the Merger this Agreement and the other transactions contemplated by this Agreement Transactions (including the Parent Share Issuance) are advisable to, fair to and in the best interests of, of Parent and its stockholders, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the Parent Share Issuance), (iii) directed that the Parent Share Issuance be submitted to a vote at a meeting of Parent’s stockholders and (iiiv) approving this Agreementsubject to Section 7.19(d), recommended the Offer, approval of the Merger and Parent Share Issuance by Parent’s stockholders (the other transactions contemplated by this Agreement“Parent Recommendation”). (c) Merger Sub has taken all necessary corporate action to approve this AgreementThe affirmative vote at the Parent Stockholders Meeting or any adjournment or postponement thereof at which a quorum is present of the holders of at least a majority of the votes cast by holders of outstanding shares of Parent Common Stock approving the Parent Share Issuance (such approval, the Offer, “Parent Stockholder Approval”) is the Merger and the other transactions contemplated by this Agreement. (d) No only vote or consent of the holders of any class or series Parent Capital Stock necessary in connection with the consummation of Securities of Parent is necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated herebyTransactions.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the Parent Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent and Merger Sub to authorize this Agreement or to consummate the transactions contemplated hereby, except, in each case, for the approval of the Rights Issue by the Parent Stockholder Approval. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, is a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parent, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable to, and in the best interests of, Parent and its stockholders and (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. (c) Merger Sub has taken all necessary corporate action to approve this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. (d) No The affirmative vote at the Parent Stockholders Meeting of holders of at least two- thirds of the shares of Parent Common Stock represented in person or by proxy at the Parent Stockholders Meeting to approve the Rights Issue (the “Parent Stockholder Approval”) is the only vote of the holders of any class or series of Securities of Parent is necessary to approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub Nalco has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Nalco Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated herebyby this Agreement. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of either Parent or Merger Sub Nalco are necessary for Parent and Merger Sub it to authorize this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for the Nalco Stockholder Approval and the filing of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub Nalco and, assuming due authorization, execution and delivery by the CompanyEcolab and Merger Sub, is a legal, valid and binding obligation of each of Parent and Merger SubNalco, enforceable against each of Parent and Merger Sub Nalco in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and reorganization or similar Laws of general applicability relating to or affecting creditors’ ' rights generally and to by general equity principlesprinciples of equity. (b) The Board of Directors of ParentNalco, at a meeting duly called and held, has duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable to, and in the best interests of, Parent and its stockholders and (ii) approving this Agreement, the Offer, the Merger (ii) declaring this Agreement advisable and the other transactions contemplated by (iii) recommending that Nalco's stockholders adopt this Agreement. As of the date of this Agreement, such resolutions have not been amended or withdrawn. (c) Merger Sub has taken all necessary corporate action The affirmative vote of holders of a majority of the outstanding shares of Nalco Common Stock at the Nalco Stockholders Meeting, or any adjournment or postponement thereof, to approve adopt this Agreement, Agreement (the Offer, "Nalco Stockholder Approval") is the Merger and the other transactions contemplated by this Agreement. (d) No only vote of the holders of any class or series of Securities of Parent is Nalco necessary to approve adopt this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent the Company, AMCAS, Holdings, AMEX and AMEX Merger Sub has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and hereunder, subject to, with respect to consummate the OfferCompany, the Merger adoption and approval of this Agreement by two-thirds (2/3) of the other transactions contemplated herebyvotes cast by the Members entitled to vote thereon in accordance with the N-PCL (which 2/3 shall also represent a majority of the outstanding Membership Interests) (the “Company Member Approval”). The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger Mergers and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action actions, and no other corporate proceedings on the part of either Parent any of the Company, AMCAS, Holdings, AMEX or AMEX Merger Sub are necessary for Parent and Merger Sub each Party to authorize this Agreement or to consummate the transactions contemplated hereby, except for the Company Member Approval. This Agreement has been duly and validly executed and delivered by each of Parent the Company, AMCAS, Holdings, AMEX and AMEX Merger Sub and, assuming due authorization, execution and delivery by the CompanyParent and Merger Sub, is a legal, valid and binding obligation of each of Parent the Company, AMCAS, Holdings, AMEX and AMEX Merger Sub, enforceable against each of Parent the Company, AMCAS, Holdings, AMEX and AMEX Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parentthe Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger Mergers and the other transactions contemplated by this Agreement are advisable toadvisable, fair to and in the best interests of, Parent of the Company and its stockholders and Members, (ii) approving this Agreement, the Offer, Mergers and the Merger other transactions contemplated by this Agreement and (iii) recommending that the Company’s Members adopt this Agreement and approve the Mergers and the other transactions contemplated by this Agreement. (c) The Board of Governors of AMEX, at a meeting duly called and held, duly adopted resolutions (i) determining that the terms of the LLC Merger Sub has taken all necessary corporate action and the other transactions contemplated by this Agreement are advisable, fair to approve and in the best interests of AMEX and (ii) approving this Agreement, the Offer, the LLC Merger and the other transactions contemplated by this Agreement. (d) No Assuming the accuracy of the representations and warranties of Parent set forth in Section 4.3, the affirmative vote of two-thirds (2/3) of the votes cast by the Members entitled to vote thereon at the Company Members Meeting (which 2/3 shall also represent a majority of the outstanding Membership Interests) or any adjournment or postponement thereof to adopt this Agreement is the only vote of the holders of any class or series of Securities of Parent is the Company necessary to adopt this Agreement and approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action actions and no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent and Merger Sub to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, is a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parent, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable toadvisable, fair to and in the best interests of, of Parent and its stockholders and (ii) approving this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. (c) Merger Sub has taken all necessary corporate action to approve this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. (d) No vote of the holders of any class or series of Securities of Parent is necessary to approve consummate any of the transactions contemplated by this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Board Approval; Voting Requirements. (a) Each of Parent and Merger Sub Protective has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Stockholder Approval, to consummate the Offer, the Merger and the other transactions contemplated herebyby this Agreement. The execution, delivery and performance by Protective of this Agreement and the consummation by Protective of the Offer, the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent Protective, subject to receipt of the Stockholder Approval and Merger Sub to authorize this Agreement or to consummate the transactions contemplated herebyfiling of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub Protective and, assuming due authorization, execution and delivery by the CompanyDai-ichi and Merger Sub, is a legal, valid and binding obligation of each of Parent and Merger SubProtective, enforceable against each of Parent and Merger Sub Protective in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and reorganization or similar Laws of general applicability relating to or affecting creditors’ rights generally and to by general equity principlesprinciples of equity. (b) The Board of Directors of ParentProtective, at a meeting duly called and held, duly and has unanimously adopted resolutions (i) determining that approving an amendment to Protective’s bylaws to include the terms provision set forth in Exhibit C. As of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable to, and in the best interests of, Parent and its stockholders and (ii) approving date of this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreementsuch resolutions have not been amended or withdrawn. (c) Merger Sub Subsequent to the adoption of the resolutions referred to in Section 4.04(b), the Board of Directors of Protective, at a meeting duly called and held, has taken all necessary corporate action to approve unanimously adopted resolutions approving this Agreement, the Offer, the Merger declaring this Agreement advisable and the other transactions contemplated by recommending that Protective’s stockholders adopt this Agreement. As of the date of this Agreement, such resolutions have not been amended or withdrawn. (d) No The affirmative vote of holders of a majority of the outstanding shares of Common Stock at the Stockholders Meeting, or any adjournment or postponement thereof, to adopt this Agreement (the “Stockholder Approval”) is the only vote or approval of the holders of any class or series of Securities of Parent is Protective necessary to approve adopt this Agreement, the Offer, the Merger and the other transactions contemplated hereby.