Common use of Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Authorization; Validity of Agreement; Necessary Action. (a) The Company has full corporate power and authority to execute and deliver each Transaction Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactions. The execution, delivery and performance by the Company of each Transaction Agreement to which it is a party and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and except for the Company Stockholder Approval in the case of the Merger, no other corporate action on the part of the Company is necessary to authorize the consummation of the Transactions. The Transaction Agreements to which the Company is a party have been duly executed and delivered by the Company and constitute (assuming the due authorization, execution and delivery by Parent and Sub), valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreements, duly adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company has full corporate power and authority to execute and deliver each Transaction this Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, to or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactions. The execution, delivery and performance by the Company of each Transaction this Agreement to which it is a party and the consummation by the Company of the Transactions (other than the Company Stockholder Approval in the case of the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and except for the Company Stockholder Approval in the case of the MergerMerger (if required), no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation of the Transactions. The Transaction Agreements to which the Company is a party have This Agreement has been duly and validly executed and delivered by the Company and constitute constitutes (assuming the due authorization, execution and delivery by Parent and Sub, as applicable), a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and subject to general principles of equity. (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreementsthis Agreement, duly unanimously adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving approving, adopting and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a partyAgreement, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock Shares accept the Offer and tender their shares of Company Common Stock Shares pursuant to the Offer, Offer and (iv) recommending that the Company's ’s stockholders approve and adopt this Agreement Agreement. Subject to the truth, accuracy and (v) adopting this Agreement and completeness of Parent’s representation in Section 5.07, the other Transaction Agreements to which the Company is a party. Such actions set forth in such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a partyAgreements, the Offer, the Merger and the other Transactions the provisions of restrictions on “business combinations” set forth in Section 203 of the DGCL. The Company has been advised by each of its directors and executive officers that each such Person intends to tender all shares of Company Common Stock Shares owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the "“Company Stockholder Approval"”). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company has full all requisite corporate power and authority to execute and deliver each Transaction this Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements Voting Agreement and to consummate the Transactionsperform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of each Transaction this Agreement to which it is a party and the Voting Agreement and the consummation by the Company of the Transactions transactions contemplated hereby and thereby, including the Merger, have been duly authorized by all necessary corporate action on the part of the CompanyCompany other than, and except in the case of this Agreement, the receipt of the Company Stockholder Approval. Except for the Company Stockholder Approval in the case of the Merger, no other further corporate action on the part of the Company is necessary to authorize the consummation of the TransactionsMerger. The Transaction Agreements to which This Agreement and the Company is a party Voting Agreement have been duly executed and delivered by the Company and constitute (assuming the due authorization, execution and delivery by Parent and Merger Sub), ) the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws Laws affecting the enforcement of creditors' ’ rights generally and subject to general principles of equity. (b) The Company Board, Board at a meeting duly called and held prior to execution of any of the Transaction Agreements, duly adopted resolutions by a unanimous vote of those directors present at the meeting this Agreement unanimously: (i) approving approved and declaring declared advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, Merger; (ii) determining determined that the terms of the Offer, this Agreement and the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, ; (iii) recommending resolved to recommend that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, adopt this Agreement; (iv) recommending directed that the Company's stockholders approve and adopt this Agreement be submitted to the holders of the Company Common Stock for their adoption at a meeting duly called and held for such purpose; and (v) adopting this Agreement authorized and approved the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange ActVoting Agreement. (c) The Assuming the accuracy of the representations and warranties contained in Section 5.06, the only vote of holders of any class or series of Company Capital Stock necessary to approve and or adopt this Agreement or to consummate the Merger and the Merger other transactions contemplated by this Agreement is the approval of this Agreement affirmative vote by the holders of a majority of the outstanding shares of Company Common Stock to adopt this Agreement (the "“Company Stockholder Approval"”). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company Each of Acquiror and Acquisition Sub has full corporate or other organizational power and authority to execute and deliver each Transaction this Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactions. The execution, delivery and performance by the Company Acquiror and Acquisition Sub of each Transaction Agreement to which it is a party this Agreement, and the consummation by the Company them of the Transactions have been duly and validly authorized by all necessary corporate action on the part board of directors of Acquisition Sub, by the CompanyAcquiror Boards and by Acquiror as the sole stockholder of Acquisition Sub, and except for the Company Stockholder Approval in the case of the Merger, no other corporate action on the part of the Company Acquiror or Acquisition Sub is necessary to authorize the execution, delivery and performance by Acquiror and Acquisition Sub of this Agreement and the consummation of the Transactions, except that the consummation of the Merger requires the Acquiror Shareholder Approval. The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company Acquiror and constitute (Acquisition Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Sub)the Company, is a valid and binding obligations obligation of the Company Acquiror and Acquisition Sub enforceable against the Company each of them in accordance with their respective its terms, except to the extent that enforceability such enforcement may be limited by subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws Laws affecting the enforcement of creditors' ’ rights generally and subject to general principles of equityequitable relief. (b) The Company Board, approval of the resolution of the Management Board of the Acquiror to enter into this Agreement pursuant to Section 107a subparagraph c of Book 2 of the Dutch Civil Code by an absolute majority of the votes cast at the Acquiror Special Meeting (the “Acquiror Shareholder Approval”) and the affirmative vote of Acquiror as the sole stockholder of Acquisition Sub to adopt this Agreement is the only vote or consent of the holders of any class or series of the capital stock of Acquiror or Acquisition Sub that is necessary in connection with the consummation of the Merger. (c) At a meeting duly called and held prior to execution of any held, each of the Transaction Agreements, duly adopted resolutions by a unanimous vote of those directors present at the meeting Acquiror Boards unanimously (i) approving and declaring advisable determined that this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of Acquiror’s shareholders and declared this Agreement advisable, (ii) approved and adopted this Agreement and the Company and its stockholdersTransactions, (iii) recommending directed that the holders approval of Company Common Stock accept the Offer consummation of the Transactions be submitted to a vote at a meeting of Acquiror’s shareholders and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending resolved (subject to Section 5.4) to recommend to Acquiror’s shareholders that they approve the Company's stockholders approve and adopt this Agreement and consummation of the Transactions (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a partysuch recommendation, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act“Acquiror Recommendation”). (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company Each of Parent, Merger Sub and Partnership Merger Sub has full all necessary corporate and limited liability company, as applicable, power and authority to execute and deliver each Transaction Agreement this Agreement, to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company Parent, Merger Sub and Partnership Merger Sub of each Transaction this Agreement to which it is a party and the consummation by the Company each of them of the Transactions have been duly and validly authorized by all necessary corporate or limited liability company, as applicable, action on the part of Parent, Merger Sub and Partnership Merger Sub, subject to the Companyadoption or approval of this Agreement by Parent as the sole member of Merger Sub and Merger Sub as the sole member of Partnership Merger Sub, and except for no other corporate or limited liability company, as applicable, action on the Company Stockholder Approval part of either Parent, Merger Sub or Partnership Merger Sub is necessary to authorize the execution and delivery by Parent, Merger Sub and Partnership Merger Sub of this Agreement and the consummation by them of the Transactions, subject, in the case of the MergerMergers, no other corporate action on to the part filing of the Company is necessary to authorize the consummation Articles of Merger with, and acceptance for record of the TransactionsArticles of Merger by, the SDAT and the due filing of the Certificate of Merger and the Certificate of Partnership Merger with the DSOS and, in the case of the issuance of Parent Common Stock in connection with the Mergers, to the approval of such issuance by the Parent Stockholder Approval. The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company Parent, Merger Sub and constitute (Partnership Merger Sub and, assuming the due and valid authorization, execution and delivery hereof by Parent the Company and Sub)the Company Operating Partnership, is a valid and binding obligations obligation of the Company each of Parent, Merger Sub and Partnership Merger Sub enforceable against the Company each of them in accordance with their respective its terms, except to that the extent that enforceability enforcement hereof may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of Laws, now or hereafter in effect, relating to creditors' ’ rights generally and subject to (b) general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreements, duly adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company Allied has full all requisite corporate power and authority to execute and deliver each Transaction Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactionsthis Agreement. The execution, delivery and performance by the Company Allied of each Transaction this Agreement to which it is a party and the consummation by the Company Allied of the Transactions transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action on the part of Allied other than the Companyreceipt of the Allied Stockholder Approval, and except for the Company Allied Stockholder Approval in the case of the Merger, no other corporate action on the part of the Company Allied is necessary to authorize the consummation of the TransactionsMerger. The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company Allied and constitute constitutes (assuming the due authorization, execution and delivery by Parent Republic and Merger Sub), ) the valid and binding obligations obligation of the Company Allied, enforceable against the Company Allied in accordance with their respective its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws Laws affecting the enforcement of creditors' ’ rights generally and subject to general principles of equity. (b) The Company Allied Board, at a meeting duly called and held prior to execution of any of the Transaction Agreementsthis Agreement, duly adopted resolutions by a unanimous vote of those directors present at the meeting unanimously: (i) approving approved and declaring declared advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, Merger; (ii) determining determined that the terms of the Offer, this Agreement and the Merger and the other Transactions are fair to and in the best interests of the Company Allied and its stockholders, ; (iii) recommending resolved to recommend that the holders 15 of Company Allied Common Stock accept the Offer adopt this Agreement; and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending directed that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and be submitted to the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 holders of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Allied Common Stock owned by for their adoption at a meeting duly called and held for such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Actpurpose. (c) The Assuming the accuracy of the representations and warranties contained in Section 5.22, the only vote of holders of any class or series of Company Capital Allied Common Stock necessary to approve and adopt this Agreement and the Merger transactions contemplated hereby is the approval adoption of this Agreement by the affirmative vote by the holders of at least a majority of the outstanding shares of Company Allied Common Stock (the "Company “Allied Stockholder Approval"”). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Each of Parent, Company MergerCo and Properties MergerCo has full all requisite corporate power and authority to execute and deliver each Transaction this Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactionstransactions contemplated hereby and perform its obligations hereunder. The execution, delivery and performance by the Parent, Company MergerCo and Properties MergerCo of each Transaction this Agreement to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part behalf of the CompanyBoard of Directors of Parent, the Board of Directors of Company MergerCo, and except for the Company Stockholder Approval in Board of Directors of Properties MergerCo, and, subject to the case of the Mergernext succeeding sentence, no other corporate action on the part of the Parent, Company MergerCo and Properties MergerCo is necessary to authorize this Agreement and the consummation of the Transactionstransactions contemplated hereby. The Transaction Agreements Promptly following execution of this Agreement by the parties hereto, (a) Parent shall execute and deliver to which the Company is MergerCo a party have written consent adopting this Agreement in its capacity as sole stockholder of Company MergerCo and (b) Company MergerCo shall execute and deliver to Properties MergerCo a written consent adopting this Agreement in its capacity as sole stockholder of Properties MergerCo. This Agreement has been duly executed and delivered by the Parent, Company MergerCo and constitute (Properties MergerCo and, assuming the due and valid authorization, execution and delivery hereof by Parent the Company and Sub)Properties, constitutes a legal, valid and binding obligations obligation of each of Parent, Company MergerCo and Properties MergerCo, as the Company case may be, enforceable against the Company each of them in accordance with their respective its terms, except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of Laws relating to creditors' ’ rights generally and subject to general principles of equity. (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreements, duly adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company Each of Republic and Merger Sub has full all requisite corporate power and authority to execute and deliver each Transaction Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactionsthis Agreement. The execution, delivery and performance by the Company Republic and Merger Sub of each Transaction this Agreement to which it is a party and the consummation by the Company each of them of the Transactions transactions contemplated hereby, including the Merger; the Republic Share Issuance and the Charter Amendment, have been duly authorized by all necessary corporate action on the part of Republic and Merger Sub other than, as of the Companydate hereof, the receipt of the Republic Stockholder Approval and adoption of this Agreement by Republic as the sole stockholder of Merger Sub, and except except, as of the date hereof, for the Company Republic Stockholder Approval in the case of the MergerRepublic Share Issuance and the Charter Amendment and adoption of this Agreement by Republic as the sole stockholder of Merger Sub, no other corporate action on the part of the Company Republic or Merger Sub is necessary to authorize the consummation of the TransactionsMerger and the other transactions contemplated hereby. The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company Republic and constitute Merger Sub and constitutes (assuming the due authorization, execution and delivery by Parent and Sub), Allied) the valid and binding obligations obligation of the Company Republic and Merger Sub, enforceable against the Company each of them in accordance with their respective its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws Laws affecting the enforcement of creditors' ’ rights generally and subject to general principles of equity. (b) The Company Republic Board, at a meeting duly called and held prior to execution of any of the Transaction Agreementsthis Agreement, duly adopted resolutions by a unanimous vote of those directors present at the meeting unanimously: (i) approving approved and declaring declared advisable the Republic Charter Amendment, this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, transactions contemplated hereby; (ii) determining determined that the terms of the Offer, the Merger this Agreement and the other Transactions transactions contemplated hereby are fair to and in the best interests of the Company Republic and its stockholders, ; and (iii) recommending resolved to recommend that the holders of Company Republic Common Stock accept grant the Offer Republic Stockholder Approval. (c) Assuming the accuracy of the representations and tender their warranties contained in Section 4.22, the only vote of holders of Republic Common Stock necessary to approve this Agreement and the transactions contemplated hereby is (i) the approval of the Republic Share Issuance by the affirmative vote of a majority of votes cast at the Republic Stockholder Meeting, provided that the total votes cast on the proposal represent over 50% in interest of all securities entitled to vote at the Republic Stockholder Meeting and (ii) the approval of the Republic Charter Amendment by the affirmative vote of a majority of the shares of Company Republic Common Stock pursuant outstanding and entitled to vote thereon (collectively, the Offer“Republic Stockholder Approval”). (d) Immediately following the execution and delivery of this Agreement, (iv) recommending that Republic, in its capacity as the Company's stockholders sole stockholder of Merger Sub, will approve and adopt this Agreement and (v) adopting this Agreement the Merger, and such adoption is the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 only vote or approval of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock the capital stock of Merger Sub which is necessary to approve and adopt this Agreement and consummate the Merger is and the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Mergertransactions contemplated hereby.

Authorization; Validity of Agreement; Necessary Action. (a) The Company has full corporate power and authority to execute and deliver each Transaction Agreement this Agreement, to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of each Transaction this Agreement to which it is a party and the consummation by the Company of the Transactions Merger have been duly authorized by all necessary corporate action on the part of the Company, and except for the Company Stockholder Approval in the case of the Merger, and no other corporate action on the part of the Company (other than the Company Stockholder Approval) is necessary to authorize the consummation of the TransactionsMerger or the other transactions contemplated hereby. The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company and constitute constitutes (assuming the due authorization, execution and delivery by Parent and Sub), ) the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and subject to general principles of equity. (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreementsthis Agreement, duly adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving approved and declaring declared advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other TransactionsMerger, (ii) determining determined that the terms of the Offer, this Agreement and the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending resolved to recommend that the holders of Company Class B Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and (iv) directed that this Agreement be submitted for consideration by the other Transactions the provisions of Section 203 holders of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Class B Common Stock owned by at a meeting of such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Actstockholders. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement vote by the holders of a majority at least two-thirds of the outstanding shares of Company Class B Common Stock (the "“Company Stockholder Approval"”). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company Mercury has full all requisite corporate power and authority to execute and deliver each Transaction Agreement to which it is a party and each agreementdeliver, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactionsperform its obligations under, this Agreement. The execution, delivery and the performance by the Company Mercury of each Transaction this Agreement to which it is a party and the consummation by the Company Mercury of the Transactions transactions contemplated hereby, including the Mercury Merger, have been duly authorized by all necessary corporate action on the part of Mercury and its officers, directors and shareholders, except that the Companyconsummation of the Mercury Merger is subject to the receipt of the Mercury Shareholder Approval. Assuming the accuracy of the representations and warranties of Saturn set forth in Section 3.22, and except for the Company Stockholder Mercury Shareholder Approval in that is necessary for the case consummation of the Mercury Merger, and filing and recording of the Certificates of Merger under the provisions of the NJBCA, no other corporate action on the part of the Company Mercury or its respective officers, directors or shareholders is necessary to authorize the consummation of the Transactionstransactions contemplated hereby. The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company Mercury and constitute constitutes (assuming the due authorization, execution and delivery by Parent Saturn, Merger Sub 1 and Sub), Merger Sub 2) the valid and binding obligations obligation of the Company Mercury, enforceable against the Company Mercury in accordance with their respective its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally Bankruptcy and subject to general principles of equityEquity Exception. (b) The Company Mercury Board, at a meeting duly called and held prior to execution of any of the Transaction Agreementsthis Agreement, duly adopted resolutions by a unanimous vote of those directors present at the meeting unanimously (i) approving and declaring advisable approved this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactionstransactions contemplated hereby, (ii) determining determined that the terms of the Offer, the Merger this Agreement and the other Transactions transactions contemplated hereby are fair to and in the best interests of the Company Mercury and its stockholdersshareholders, (iii) recommending resolved to recommend that the holders of Company the Mercury Common Stock accept grant the Offer Mercury Shareholder Approval and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending directed that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and be submitted to the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 holders of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Mercury Common Stock owned by for their approval at a meeting duly called and held for such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Actpurpose. (c) The only vote of holders of any class or series of Company Capital Stock the Mercury capital stock necessary to approve and adopt this Agreement and the Merger transactions contemplated by this Agreement is the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares votes cast by the holders of Company the Mercury Common Stock at the Mercury Shareholder Meeting (the "Company Stockholder “Mercury Shareholder Approval"”). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company has full corporate power and authority to execute and deliver each Transaction this Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, to or in connection with or as contemplated by the Transaction Agreements this Agreement and to consummate the Transactions. The execution, delivery and performance by the Company of each Transaction this Agreement to which it is a party and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and except for the Company Stockholder Approval in the case of the MergerMerger (if required), no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation of the Transactions. The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company and constitute constitutes (assuming the due authorization, execution and delivery by Parent and Sub), a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreementsthis Agreement, duly and unanimously adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving approving, adopting and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a partyAgreement, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, and (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a partyAgreement, if necessary. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a partyAgreement, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority in voting power of the outstanding shares of Company Common Stock and Company Series D Stock, voting together as a single class (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company has full all requisite corporate power and authority to execute and deliver each Transaction Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactionsthis Agreement. The execution, delivery and performance by the Company of each Transaction this Agreement to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action on the part of the CompanyCompany other than the receipt of the affirmative vote by the holders of a majority of the outstanding shares of Company Common Stock to adopt this Agreement (the “Company Shareholder Approval”), and except for the Company Stockholder Shareholder Approval in the case of the Merger, no other corporate action on the part of the Company is necessary to authorize the consummation of the TransactionsMerger. The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company and constitute constitutes (assuming the due authorization, execution and delivery by Parent and Merger Sub), ) the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws Laws affecting the enforcement of creditors' ’ rights generally and subject to general principles of equity. (b) The Company Board, acting upon the recommendation of the Special Committee, at a meeting duly called and held prior to execution of any of the Transaction Agreementsthis Agreement, duly adopted resolutions by a unanimous vote of those directors present at the meeting has unanimously: (i) approving approved and declaring declared advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, Merger; (ii) determining determined that the terms of the Offer, this Agreement and the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, shareholders; (iii) recommending resolved to recommend that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to adopt this Agreement (the Offer, “Company Recommendation”); and (iv) recommending directed that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and be submitted to the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 holders of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by for their adoption at a meeting duly called and held for such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Actpurpose. (c) The Assuming the accuracy of the representations and warranties contained in Section 5.06, the only vote of holders of any class or series of Company Capital Stock necessary to approve and or adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction Merger and the other than transactions contemplated by this Agreement is the MergerCompany Shareholder Approval.

Authorization; Validity of Agreement; Necessary Action. (a) The Company has full corporate power and authority to execute and deliver each Transaction this Agreement and, subject to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated adoption by the Transaction Agreements and Company's stockholders of this Agreement (if required), to consummate the Transactions. The execution, delivery and performance by the Company of each Transaction this Agreement to which it is a party and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and except for the Company Stockholder Approval in the case of the MergerMerger (if required), no other corporate action on the part of the Company is necessary to authorize the consummation of the Transactions. The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company and constitute constitutes (assuming the due authorization, execution and delivery by Parent and Sub), ) the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreementsthis Agreement, duly adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement, the Stockholder Agreement and the other Transaction Agreements to which Transactions (such approvals having been made in accordance with the Company is a partyDGCL, the Merger and the other Transactionsincluding for purposes of Section 203 thereof), (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and the Merger and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a partyAgreement. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and Agreement, the other Transaction Agreements to which the Company is a partyStockholder Agreement, the Offer, the Merger and the other Transactions Transactions, the provisions of restrictions on "business combinations" set forth in Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval and adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder ApprovalCOMPANY STOCKHOLDER APPROVAL"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company has full corporate power and authority to execute and deliver each Transaction this Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, to or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactions. Xxxxx X. Xxxxx has the legal capacity to execute and deliver this Agreement and to comply with and perform his obligations hereunder. The execution, delivery and performance by the Company of each Transaction this Agreement to which it is a party and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and except for the Company Stockholder Approval in the case of the MergerApproval, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation of the Transactions. The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company and constitute Xxxxx X. Xxxxx and constitutes (assuming the due authorization, execution and delivery by Parent and Sub, as applicable), a valid and binding obligations obligation of the Company and Xxxxx X. Xxxxx enforceable against the Company each of them in accordance with their respective its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and subject to general principles of equity. (b) The Special Committee, at a meeting duly called and held prior to execution of this Agreement, has by vote of all of its members recommended the approval and adoption of this Agreement by the Company Board. The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreementsthis Agreement, duly unanimously adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving approving, adopting and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a partyAgreement, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that fixing the holders of Company Common Stock accept record date to determine the Offer and tender their shares of Company Common Stock pursuant stockholders entitled to consent to the Offeradoption of this Agreement and approve the Merger and the other Transactions, which is June 19, 2006 and (iv) recommending directing that this Agreement be submitted to the Company's Principal Company Stockholders promptly following the execution and delivery of this Agreement by each of the parties hereto for such stockholders approve and to consider whether to adopt this Agreement and (v) adopting this Agreement approve the Merger and the other Transaction Agreements to which the Company is a partyTransactions. Such resolutions are sufficient to render inapplicable inapplicable, to Parent and Sub and this Agreement Parent, Sub, the Transaction Agreements and the other Transaction Agreements to which the Company is a partyTransactions, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class (the "“Company Stockholder Approval"”). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger. The execution and delivery to the Secretary of the Company of a written consent executed by the Principal Company Stockholders is sufficient to adopt this Agreement and approve the Transactions, and no other corporate proceedings are necessary to adopt or approve this Agreement or to consummate the Merger or the other Transactions.

Authorization; Validity of Agreement; Necessary Action. (a) The Company Xxxxx has full the requisite corporate power and authority to execute and deliver each Transaction this Agreement and the Subscription Agreement and to which it is a party perform its obligations hereunder and each agreementthereunder, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactions, including the Newco Initial Capitalization, the Merger, and the transactions contemplated by the Subscription Agreement and the Registration Rights Agreement. The execution, delivery and performance by the Company board of each Transaction Agreement to which it is a party and directors of Newco has duly adopted resolutions declaring that the consummation by the Company Newco of the Transactions Transactions, including the Merger, and the transactions contemplated by the Subscription Agreement, the Registration Rights Agreement, the New Management Agreement and the Administration Agreement, are advisable, and the sole stockholder of Newco has approved the Merger. The execution and delivery by Newco of this Agreement, the Subscription Agreement, the Registration Rights Agreement, the New Management Agreement and the Administration Agreement and its performance of its obligations hereunder and thereunder have been duly authorized by all necessary requisite corporate action on the part of the Company, and except for the Company Stockholder Approval in the case of the Merger, no other corporate action on the part of the Company Newco is necessary to authorize the execution and delivery by Newco of this Agreement, the Subscription Agreement, the New Management Agreement and the Administration Agreement and the consummation by it of the Transactions. The Transaction Agreements to which This Agreement has been duly executed and delivered by Xxxxx (and assuming due and valid authorization, execution and delivery hereof by the Company other parties thereto) is a party valid and binding obligation of Newco enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. (b) Each of the Funds and GECG has the requisite corporate power and authority to execute and deliver the Subscription Agreement and to perform its obligations thereunder, and to consummate the transactions contemplated by the Subscription Agreement. The execution and delivery by the Funds and GECG of the Subscription Agreement and the performance by each of them of their respective obligations thereunder have been duly authorized by all requisite corporate or limited liability company action, as applicable, and no other corporate or limited liability company action on the part of any of the Funds or GECG is necessary to authorize the execution and delivery by the Funds and GECG of the Subscription Agreement and the consummation of the transactions contemplated by the Subscription Agreement. The Subscription Agreement has been duly executed and delivered by the Company Funds and constitute (assuming the due authorization, execution GECG and delivery by Parent and Sub), is a valid and binding obligations obligation of the Company Funds and GECG and is enforceable against the Company each of them in accordance with their respective its terms, except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equityEnforceability Exceptions. (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreements, duly adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company Purchaser has full the requisite corporate power and authority to execute enter into this Agreement and deliver each Transaction Agreement the Purchaser Ancillary Agreements to which it is or will be a party party, to perform its obligations hereunder and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The executionexecution and delivery of this Agreement, delivery and performance by the Company of each Transaction Agreement Purchaser Ancillary Agreements to which it is or will be a party party, by Purchaser and the consummation by the Company Purchaser of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Purchaser. The Board of Directors of Purchaser (the Company“Purchaser Board”) has approved this Agreement. This Agreement has been duly executed and delivered by Purchaser. The Purchaser Ancillary Agreements executed as of the date hereof have been, and except for on the Company Stockholder Approval in Closing Date the case of the Mergerother Purchaser Ancillary Agreements will have been, duly executed and delivered by Purchaser and no other corporate action on the part of the Company Purchaser is or will be necessary to authorize the consummation of the Transactionsin connection therewith. The Transaction Agreements to which the Company is a party have been duly executed This Agreement, assuming due and delivered by the Company and constitute (assuming the due valid authorization, execution and delivery thereof by Parent Seller, constitutes, and Subwhen executed and delivered by Purchaser, each other Purchaser Ancillary Agreement will constitute (assuming due and valid authorization, execution and delivery thereof by the other parties thereto), the legal, valid and binding obligations obligation of the Company Purchaser, enforceable against the Company it in accordance with their respective its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and subject to by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreements, duly adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company Each Purchasing Party has full all necessary corporate power and authority to execute and deliver each Transaction this Agreement and the Ancillary Agreements, to which it is a party perform its obligations hereunder and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements thereunder and to consummate the Transactions. The execution, execution and delivery of this Agreement and performance the Ancillary Agreements by the Company of each Transaction Agreement to which it is a party Purchasing Party and the consummation by the Company Purchasing Parties of the Transactions have has been duly and validly authorized by all necessary corporate action of the Purchasing Parties, and no other corporate proceeding on the part of the Company, and except for the Company Stockholder Approval in the case of the Merger, no other corporate action on the part of the Company Purchasing Parties is necessary to authorize the execution and delivery of this Agreement or the Ancillary Agreements or to consummate the Transactions. No vote of, or consent by, the holders of any class or series of stock or Voting Debt issued by either Purchasing Party is necessary to authorize the execution and delivery by either Purchasing Party of this Agreement or the consummation by either of them of the Transactions. The Transaction This Agreement has been (and, when executed and delivered, the Ancillary Agreements to which the Company is a party will have been been) duly executed and delivered by the Company Purchasing Parties and, assuming due and constitute (assuming the due valid authorization, execution and delivery hereof and thereof by Parent the Seller, this Agreement is (and, when executed and Sub)delivered, each of the Ancillary Agreements will be) a valid and binding obligations obligation of the Company Purchasing Parties, enforceable against the Company Purchasing Parties in accordance with their respective terms, its terms except to the extent that enforceability may be (a) as limited by applicable bankruptcy, insolvency, moratorium or reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting the enforcement of creditors' rights generally and subject to general principles of equity. (b) The Company Board, at a meeting duly called and held prior to execution of any the availability of the Transaction Agreements, duly adopted resolutions by a unanimous vote remedy of those directors present at specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms discretion of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to court before which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Actproceeding therefor may be brought. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company Each of the Avago Parties has full the requisite corporate power and authority to execute and deliver each Transaction this Agreement and, subject to which it is a party and each agreement(solely with respect to the Avago Scheme) the receipt of the Avago Shareholder Approval, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactionstransactions applicable to it contemplated hereby. The execution, delivery and performance by the Company Avago Parties of each Transaction this Agreement to which it is a party and the consummation by the Company Avago Parties of the Transactions transactions applicable to them contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyAvago Parties (subject to, solely with respect to the Avago Scheme, the Avago Shareholder Approval), including by their respective board of directors (or equivalent governing body) and except for the Company Stockholder Approval in the case of the Merger, no other corporate action on the part of the Company any Avago Party is necessary to authorize the execution and delivery by such Avago Party of this Agreement, and, except for (solely with respect to the Avago Scheme) the Avago Shareholder Approval (as described in Section 5.18), the consummation by them of the Transactionstransactions applicable to them contemplated hereby (other than, with respect to the Avago Scheme, the lodging of the Singapore Court Order with ACRA described in Section 2.4(a)). The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by each of the Company Avago Parties and, assuming due and constitute (assuming the due valid authorization, execution and delivery hereof by Parent and Sub)Broadcom, this Agreement is a valid and binding obligations obligation of each of the Company Avago Parties enforceable against the Company each of them in accordance with their respective its terms, except to the extent that enforceability (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws laws, now or hereafter in effect, affecting the enforcement of creditors' ’ rights and remedies generally and subject to general principles of equity. (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreements, duly adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to court before which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange ActProceeding therefor may be brought. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company has full corporate power and authority to execute and deliver each Transaction Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactions. The (i) execution, delivery and performance by the Company of each Transaction this Agreement and any agreements or other instruments contemplated herein to which it is a party be executed, delivered and the consummation performed by the Company (the "Company's Related Instruments") and (ii) consummation of the Transactions by the Company, have been duly authorized by unanimous approval of the Company Board of Directors. Subject to the approval of the Merger and the approval and adoption of this Agreement by the holders of the Shares and the Series A Preferred Stock, the Company has all necessary corporate action on the part of power and authority to execute and deliver this Agreement and the Company, 's Related Instruments and except for to consummate the Company Stockholder Approval in the case of the Merger, Transactions and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Company's Related Instruments or the consummation of the Transactions, other than the filing and recordation of appropriate merger documents as required by the DGCL. The Transaction Agreements to which This Agreement has been and as of the Company is a party have been Closing each of the Company's Related Instruments will be, duly executed and delivered by the Company Company, and, assuming due and constitute (assuming the due valid authorization, execution and delivery hereof by each of Parent and Sub)Purchaser, are or, in the case of the Company's Related Instruments, will be, legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except to the extent that as enforceability may be limited by applicable bankruptcy, insolvencyreorganization, moratorium fraudulent conveyance, moratorium, receivership, insolvency or other similar laws affecting the enforcement of creditors' creditor's rights generally and subject to by general principles of equityequity (the "Enforceability Exception"). (b) The Company Board, at At a meeting duly called and held prior to execution of any on November 5, 2004, the non-employee members of the Transaction Agreements, duly adopted resolutions by a unanimous vote Company Board of those directors present at the meeting Directors (i) approving and declaring advisable determined that this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement declared the advisability of the Merger, (ii) approved, authorized and (v) adopting adopted this Agreement and the other Transaction Agreements Transactions, and (iii) resolved to which recommend approval and adoption of this Agreement and approval of the Merger by the Company's stockholders. The actions taken by the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and Board of Directors constitute approval of the Transactions, this Agreement and the other Transaction Voting Agreements to which by the Company is a partyBoard of Directors under the provisions of Section 203 of the DGCL and the Company has taken all actions necessary (A) such that Section 203 of the DGCL does not apply to the Transactions or to this Agreement or the Voting Agreements and (B) to exempt the Transactions, this Agreement and the Voting Agreements from, and the Transactions, this Agreement and the Voting Agreements are exempt from, the Offerrequirements of, the Merger any "moratorium", "control share", "fair price", "affiliate transaction", "business combination" or other antitakeover laws and the other Transactions regulations of Delaware, including, without limitation, the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Other than Section 16(b) 203 of the Exchange Act. (c) The only vote of holders of any class DGCL, no Delaware anti-takeover or series of Company Capital Stock necessary to approve and adopt this Agreement and similar statute is applicable in connection with the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than Transactions, this Agreement or to consummate the Offer or any Transaction other than the MergerVoting Agreements.

Authorization; Validity of Agreement; Necessary Action. (a) The Company has full corporate power and authority to execute and deliver each Transaction Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactions. The execution, delivery and performance by the Company of each Transaction Agreement to which it is a party and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and except for the Company Stockholder Approval in the case of the Merger, no other corporate action on the part of the Company is necessary to authorize the consummation of the Transactions. The Transaction Agreements to which the Company is a party have been duly executed and delivered by the Company and constitute (assuming the due authorization, execution and delivery by Parent and Sub), valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreements, duly and unanimously adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a partyAgreements, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a partyAgreements. Such resolutions are sufficient to render inapplicable to Parent and Sub and Sub, to this Agreement and the other Transaction Agreements to which the Company is a party, and to the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers directors, executive officers, affiliates or Subsidiaries that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval and adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any ---------------------------- holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company Each of Parent and Merger Sub has full corporate the requisite power and authority to execute and deliver each Transaction this Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactions. The execution, delivery and performance by the Company Parent and Merger Sub of each Transaction this Agreement, approval and adoption of this Agreement to which it is a party and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action of Parent and Merger Sub, and no other action on the part of the Company, and except for the Company Stockholder Approval in the case of the Merger, no other corporate action on the part of the Company Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation by them of the Transactions. The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company Parent and constitute (Merger Sub and, assuming the due and valid authorization, execution and delivery hereof by Parent and Sub)the Company, is a valid and binding obligations obligation of the Company each of Parent and Merger Sub, enforceable against the Company each of them in accordance with their respective its terms, except to the extent that enforceability (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws laws, now or hereafter in effect, affecting the enforcement of creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equitythe court before which any proceeding therefor may be brought. (b) The Company Boardboard of directors of Parent has properly and validly authorized and approved this Agreement and the Transactions in accordance with applicable Law. (c) The board of directors of Merger Sub, at a meeting duly called and held prior to execution of any of the Transaction Agreements, (or acting by written consent) duly and unanimously adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of Merger Sub, its stockholder and Parent as the Company parent of Merger Sub, and its stockholders, (iii) recommending that the holders sole stockholder of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the OfferMerger Sub, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger. (d) The stockholder of Merger is the approval of Sub has unanimously adopted and approved this Agreement by and the holders of a majority of Transactions upon the outstanding shares of Company Common Stock (terms and subject to the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Mergerconditions set forth herein.

Authorization; Validity of Agreement; Necessary Action. (a) The Company has full corporate power and authority to execute and deliver each Transaction this Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, to or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactions. Rxxxx X. Xxxxx has the legal capacity to execute and deliver this Agreement and to comply with and perform his obligations hereunder. The execution, delivery and performance by the Company of each Transaction this Agreement to which it is a party and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and except for the Company Stockholder Approval in the case of the MergerApproval, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation of the Transactions. The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company and constitute Rxxxx X. Xxxxx and constitutes (assuming the due authorization, execution and delivery by Parent and Sub, as applicable), a valid and binding obligations obligation of the Company and Rxxxx X. Xxxxx enforceable against the Company each of them in accordance with their respective its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and subject to general principles of equity. (b) The Special Committee, at a meeting duly called and held prior to execution of this Agreement, has by vote of all of its members recommended the approval and adoption of this Agreement by the Company Board. The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreementsthis Agreement, duly unanimously adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving approving, adopting and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a partyAgreement, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that fixing the holders of Company Common Stock accept record date to determine the Offer and tender their shares of Company Common Stock pursuant stockholders entitled to consent to the Offeradoption of this Agreement and approve the Merger and the other Transactions, which is June 19, 2006 and (iv) recommending directing that this Agreement be submitted to the Company's Principal Company Stockholders promptly following the execution and delivery of this Agreement by each of the parties hereto for such stockholders approve and to consider whether to adopt this Agreement and (v) adopting this Agreement approve the Merger and the other Transaction Agreements to which the Company is a partyTransactions. Such resolutions are sufficient to render inapplicable inapplicable, to Parent and Sub and this Agreement Parent, Sub, the Transaction Agreements and the other Transaction Agreements to which the Company is a partyTransactions, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class (the "“Company Stockholder Approval"”). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger. The execution and delivery to the Secretary of the Company of a written consent executed by the Principal Company Stockholders is sufficient to adopt this Agreement and approve the Transactions, and no other corporate proceedings are necessary to adopt or approve this Agreement or to consummate the Merger or the other Transactions.

Authorization; Validity of Agreement; Necessary Action. (a) The Company has full corporate all necessary trust power and authority to execute and deliver each Transaction Agreement this Agreement, to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of each Transaction Agreement to which it is a party this Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly and validly authorized and approved by all necessary corporate action on the part of the Company, and except for the Company Stockholder Approval in the case Board of the Merger, Trustees and no other corporate trust action on the part of the Company is necessary to authorize and approve the execution and delivery by the Company of this Agreement, and the consummation by it of the Transactions. The Transaction Agreements to which , subject, in the case of the Company is a party have Merger, to the approval of the Company Merger and the other Transactions by the Company Shareholder Approval and the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT and the filing of the certificate of merger with the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by the Company and, assuming due and constitute (assuming the due valid authorization, execution and delivery hereof by Parent the Company Operating Partnership, Parent, REIT Merger Sub and Sub), OP Merger Sub is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, except to the extent that enforceability (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of Laws, now or hereafter in effect, relating to creditors' ’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equitythe court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (b) The Company BoardOperating Partnership has all necessary limited partnership power and authority to execute and deliver this Agreement, at a meeting duly called to perform its obligations hereunder and held prior to execution consummate the Transactions. The execution, delivery and performance by the Company Operating Partnership of any this Agreement, and the consummation by it of the Transaction AgreementsTransactions, have been duly adopted resolutions and validly authorized and approved by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, in its capacity as the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests general partner of the Company Operating Partnership and its stockholdersholder of the majority of the Company Partnership Units and no other limited partnership action on the part of the Company Operating Partnership, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the OfferVRULPA or otherwise, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to authorize and approve any Transaction the execution and delivery by the Company Operating Partnership of this Agreement, and the consummation by it of the Transactions, subject, in the case of the Partnership Merger, to the filing of the Articles of Partnership Merger with, and acceptance for record of the Articles of Partnership Merger by, the VSCC. This Agreement other than this Agreement or has been duly executed and delivered by the Company Operating Partnership and, assuming due and valid authorization, execution and delivery hereof by the Company, Parent, REIT Merger Sub and OP Merger Sub is a valid and binding obligation of the Company Operating Partnership enforceable against the Company Operating Partnership in accordance with its terms, subject to consummate the Offer or any Transaction other than the MergerEnforceability Exceptions.

Authorization; Validity of Agreement; Necessary Action. (a) The Company Each of the DLR Parties has full all necessary corporate and limited partnership, as applicable, power and authority to execute and deliver each Transaction Agreement this Agreement, to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements perform its obligations hereunder and to consummate the Mergers and the other Transactions. The execution, delivery and performance by the Company DLR Parties of each Transaction this Agreement to which it is a party and the consummation by the Company each of them of the Mergers and the other Transactions have been duly and validly authorized by all necessary corporate corporate, limited liability company or limited partnership, as applicable, action on the part of such DLR Party, subject to receipt of the CompanyDLR Stockholder Approval and the adoption or approval of this Agreement by DLR as the sole shareholder of REIT Merger Sub, and except for no other corporate, limited liability company or limited partnership, as applicable, action on the Company Stockholder Approval part of any DLR Party is necessary to authorize the execution and delivery by the DLR Parties of this Agreement and the consummation by them of the Mergers and the other Transactions, subject, in the case of the MergerMergers, no other corporate action on to the part filing of the Company is necessary to authorize the consummation Articles of Merger and Articles of Partnership Merger with, and acceptance for record of the TransactionsArticles of Merger and Articles of Partnership Merger by, the SDAT and, in the case of the issuance of DLR Common Stock in connection with the Mergers, to the approval of such issuance by the DLR Stockholder Approval. The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company each DLR Party and, assuming due and constitute (assuming the due valid authorization, execution and delivery hereof by Parent the Company and Sub)the Company Operating Partnership, is a valid and binding obligations obligation of the Company each DLR Party enforceable against the Company each of them in accordance with their respective its terms, except to that the extent that enforceability enforcement hereof may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of Laws, now or hereafter in effect, relating to creditors' ’ rights generally and subject to (b) general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreements, duly adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. (a) The Company Each of Parent and Sub has full the requisite corporate power and authority to execute and deliver each Transaction this Agreement and the Parent Ancillary Agreements, to which it is a party perform its obligations hereunder and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery of this Agreement and performance the Parent Ancillary Agreements by the Company of each Transaction Agreement to which it is a party Parent and Sub and the consummation by the Company Parent and Sub of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Sub. The Board of Directors of Sub (the Company“Sub Board”) has adopted a resolution approving and adopting this Agreement. The Board of Directors of Parent (the “Parent Board”) has adopted a resolution approving and adopting this Agreement and Parent, as the sole stockholder of Sub, has approved and adopted this Agreement and the Merger. This Agreement has been duly executed and delivered by Parent and Sub. The Parent Ancillary Agreements executed as of the date of this Agreement have been, and except for on the Company Stockholder Approval in Closing Date the case of the Mergerother Parent Ancillary Agreements will have been, duly executed and delivered by Parent and/or Sub, as applicable, and no other corporate action on the part of the Company Parent or Sub is or will be necessary to authorize the consummation of the Transactionsin connection therewith. The Transaction Agreements to which the Company is a party have been duly executed This Agreement, assuming due and delivered by the Company and constitute (assuming the due valid authorization, execution and delivery thereof by the Company, constitutes, and when executed and delivered by Parent and/or Sub, as the case may be, each other Parent Ancillary Agreement will constitute (assuming due and Subvalid authorization, execution and delivery thereof by the other parties thereto), the legal, valid and binding obligations obligation of each of Parent and/or Sub, as the Company case may be, enforceable against the Company each of them in accordance with their respective its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and subject to general principles of equity. (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreements, duly adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised only stockholder approval required by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger Sub is the approval of this Agreement and the Merger by the holders of a majority Parent as sole stockholder of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the MergerSub.

Authorization; Validity of Agreement; Necessary Action. (a) The Company has full corporate power and authority to execute and deliver each Transaction Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactions. The execution, delivery and performance by the Company of each Transaction Agreement to which it is a party and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and except for the Company Stockholder Approval in the case of the Merger, no other corporate action on the part of the Company is necessary to authorize the consummation of the Transactions. The Transaction Agreements to which the Company is a party have been duly executed and delivered by the Company and constitute (assuming the due authorization, execution and delivery by Parent and Sub), valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreements, duly adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder ApprovalCOMPANY STOCKHOLDER APPROVAL"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. Each of Parent, Merger Sub and the Investment Adviser has the requisite corporate or limited liability company (aas applicable) The Company has full corporate power and authority to execute and deliver each Transaction Agreement this Agreement, to which it is perform its obligations hereunder and, subject to obtaining the approval by the holders of at least a party majority of the Parent Common Shares represented and each agreement, document and instrument to be executed and delivered by or on behalf voting at the Parent Special Meeting of it pursuant to, or the issuance of Parent Common Shares in connection with or as contemplated by the Transaction Agreements and Merger (the “Parent Stockholder Approval”), to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company Parent, Merger Sub and Investment Adviser of each Transaction Agreement to which it is a party this Agreement, and the consummation by the Company Parent, Merger Sub and Investment Adviser of the Transactions Mergers, have been duly and validly authorized by all necessary each of Parent’s, Merger Sub’s and the Investment Adviser’s board of directors or equivalent governing body, and, subject to the receipt of the Parent Stockholder Approval and the filing of the Certificate of First Merger and the Certificate of Second Merger with the Secretary of State of the State of Delaware as required by the DGCL, no other corporate or limited liability company action on the part of Parent, Merger Sub or the Company, and except for the Company Stockholder Approval in the case of the Merger, no other corporate action on the part of the Company Investment Adviser is necessary to authorize the execution, delivery and performance by Parent, Merger Sub and the Investment Adviser of this Agreement and the consummation by them of the TransactionsMergers. The Transaction Agreements to which the Company is a party have This Agreement has been duly and validly executed and delivered by the Company Parent, Merger Sub and constitute (Investment Adviser and, assuming the due and valid authorization, execution and delivery hereof by Parent and Sub)the Company, is a legal, valid and binding obligations obligation of the Company each of Parent, Merger Sub and Investment Adviser, enforceable against the Company them in accordance with their respective its terms, except to the extent that enforceability such enforcement may be limited by subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws laws, now or hereafter in effect, affecting the enforcement of creditors' ’ rights and remedies generally and subject to (ii) general principles of equity. (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreements, duly adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.

Authorization; Validity of Agreement; Necessary Action. NAI-1507512591v13 (a) The Company (i) Each of Parent and Merger Sub has full all necessary corporate power and authority to execute and deliver each Transaction this Agreement to which it is a party and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate perform its obligations hereunder and to obtain and enter into the Transactions. The Financing, (ii) the execution, delivery and performance by the Company Parent and Merger Sub of each Transaction Agreement to which it is a party this Agreement, and the consummation by the Company each of them of the Transactions and the Financing, have been duly and validly authorized by all necessary corporate action on the part board of directors of each of Parent (the Company“Parent Board”) and Merger Sub and by the sole stockholder of Merger Sub, and except for the Company Stockholder Approval in the case of the Merger, (iii) no other corporate action on the part of the Company Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions and the Financing, except in the case of clauses (i), (ii) and (iii) that the consummation of the TransactionsMerger and the Financing requires (x) the affirmative vote in favor of approval of the Parent Shareholder Resolutions by Parent Shareholders representing a simple majority of the votes represented in person or by proxy at the Parent Shareholders Meeting (the “Parent Shareholder Approval”), and (y) the affirmative vote in favor of approval of the increase in the borrowing restriction in the articles of association of Parent to £1,500,000,000 by Parent Shareholders representing a simple majority of the votes represented in person or by proxy at the Parent Shareholders Meeting (the “Parent Financing Approval”). The Transaction Agreements to which the Company is a party have This Agreement has been duly executed and delivered by the Company Parent and constitute (Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Sub)the Company, is a legal, valid and binding obligations obligation of the Company each of Parent and Merger Sub enforceable against the Company each of them in accordance with their respective its terms, except subject to the extent that enforceability may be limited by applicable bankruptcyGeneral Enforceability Exceptions. The only votes of the Parent Shareholders necessary to approve this Agreement, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally Transactions and subject to general principles of equitythe Financing and their consummation are the Parent Shareholder Approval and the Parent Financing Approval. (b) The Company Board, at At a meeting duly called and held prior to execution of any of held, the Transaction Agreements, duly Parent Board has unanimously adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offerthis Agreement, the Merger Transactions and the other Transactions are fair to and in Financing will promote the best interests success of Parent for the benefit of the Company Parent Shareholders as a whole, (ii) approving this Agreement, the Transactions and its stockholdersthe Financing, (iii) recommending directing that resolutions to approve (A) the holders Transactions for the purposes of Company Common Stock accept Chapter 10 of the Offer Listing Rules and tender their shares (B) the increase in the borrowing restriction in the articles of Company Common Stock pursuant association of Parent to £1,500,000,000 be submitted as soon as finalized in accordance with Section ‎6.1(c) to the OfferParent Shareholders for approval at the Parent Shareholders Meeting (such resolutions to approve the matters described in clauses (A) and (B), the “Parent Shareholder Resolutions”), (iv) recommending that it will give a unanimous and unqualified recommendation to the Company's stockholders approve Parent Shareholders to vote in favor of the Parent Shareholder Resolutions (the “Parent Recommendation”) and adopt this Agreement include the Parent Recommendation in the Parent Circular and (v) adopting to release, immediately following the execution of this Agreement Agreement, an announcement in a form agreed by the parties as required by Listing Rule 10.5.1R(1) and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant referring to the OfferParent Recommendation, except which resolutions set forth in clauses (i)–(v) have not (subject to the extent of Section ‎6.3(d)) been rescinded, modified, qualified or withdrawn in any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval")way. No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.NAI-1507512591v13

Authorization; Validity of Agreement; Necessary Action. (a) The Company Newco has full the requisite corporate power and authority to execute and deliver each Transaction this Agreement and the Subscription Agreement and to which it is a party perform its obligations hereunder and each agreementthereunder, document and instrument to be executed and delivered by or on behalf of it pursuant to, or in connection with or as contemplated by the Transaction Agreements and to consummate the Transactions, including the Newco Initial Capitalization, the Merger, and the transactions contemplated by the Subscription Agreement and the Registration Rights Agreement. The execution, delivery and performance by the Company board of each Transaction Agreement to which it is a party and directors of Newco has duly adopted resolutions declaring that the consummation by the Company Newco of the Transactions Transactions, including the Merger, and the transactions contemplated by the Subscription Agreement, the Registration Rights Agreement, the New Management Agreement and the Administration Agreement, are advisable, and the sole stockholder of Newco has approved the Merger. The execution and delivery by Newco of this Agreement, the Subscription Agreement, the Registration Rights Agreement, the New Management Agreement and the Administration Agreement and its performance of its obligations hereunder and thereunder have been duly authorized by all necessary requisite corporate action on the part of the Company, and except for the Company Stockholder Approval in the case of the Merger, no other corporate action on the part of the Company Newco is necessary to authorize the execution and delivery by Newco of this Agreement, the Subscription Agreement, the New Management Agreement and the Administration Agreement and the consummation by it of the Transactions. The Transaction Agreements to which This Agreement has been duly executed and delivered by Newco (and assuming due and valid authorization, execution and delivery hereof by the Company other parties thereto) is a party valid and binding obligation of Newco enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. (b) Each of the Funds and GECG has the requisite corporate power and authority to execute and deliver the Subscription Agreement and to perform its obligations thereunder, and to consummate the transactions contemplated by the Subscription Agreement. The execution and delivery by the Funds and GECG of the Subscription Agreement and the performance by each of them of their respective obligations thereunder have been duly authorized by all requisite corporate or limited liability company action, as applicable, and no other corporate or limited liability company action on the part of any of the Funds or GECG is necessary to authorize the execution and delivery by the Funds and GECG of the Subscription Agreement and the consummation of the transactions contemplated by the Subscription Agreement. The Subscription Agreement has been duly executed and delivered by the Company Funds and constitute (assuming the due authorization, execution GECG and delivery by Parent and Sub), is a valid and binding obligations obligation of the Company Funds and GECG and is enforceable against the Company each of them in accordance with their respective its terms, except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equityEnforceability Exceptions. (b) The Company Board, at a meeting duly called and held prior to execution of any of the Transaction Agreements, duly adopted resolutions by a unanimous vote of those directors present at the meeting (i) approving and declaring advisable this Agreement and the other Transaction Agreements to which the Company is a party, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the Company's stockholders approve and adopt this Agreement and (v) adopting this Agreement and the other Transaction Agreements to which the Company is a party. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement and the other Transaction Agreements to which the Company is a party, the Offer, the Merger and the other Transactions the provisions of Section 203 of the DGCL. The Company has been advised by each of its directors and officers that each such Person intends to tender all shares of Company Common Stock owned by such Person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"). No vote or approval of any holder of Company Capital Stock is necessary to approve any Transaction Agreement other than this Agreement or to consummate the Offer or any Transaction other than the Merger.