Common use of Corporate Authority; Non-contravention Clause in Contracts

Corporate Authority; Non-contravention. (a) APP has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP and the consummation by APP of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APP. The Board of Directors of APP (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: (i) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP Merger, are advisable and fair to, and in the best interests of, APP and its stockholders; (ii) authorized and approved the execution, delivery and performance of this Agreement by APP and approved the APP Merger; and (iii) recommended the adoption and approval of this Agreement by the holders of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have been duly executed and delivered by APP and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties thereto, this Agreement and such Transaction Documents constitute the legal, valid and binding obligation of APP, enforceable against APP in accordance with their respective terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (b) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the execution and delivery of this Agreement and the Transaction Documents to which APP is a party do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP or any of its Subsidiaries, under (i) the Organizational Documents of APP or any of its Subsidiaries, (ii) any APP Material Contract or APP Permit or (iii) subject to the governmental filings and other matters referred to in Section 4.2(c) below, any applicable Law. (c) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required by or with respect to APP or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP or the consummation by APP of the transactions contemplated hereby or thereby, except for the filing of the APP Certificate of Merger with the Secretary of State of the State of Delaware.

Corporate Authority; Non-contravention. (ai) APP Janus has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Janus Stockholder Approval (as defined herein), to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP Janus and the consummation by APP Janus of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of APPJanus, subject (in the case of the Merger) to the Janus Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of APP Janus (at a meeting duly called and held) has, by the unanimous vote of all directors of APPJanus: (ia) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP MergerTransactions, are advisable and fair to, and in the best interests of, APP Janus and its stockholders; (iib) authorized and approved the execution, delivery and performance of this Agreement and each Ancillary Agreement by APP Janus and approved the APP MergerTransactions; and (iiic) recommended the adoption and approval of this Agreement by the holders of APP StockJanus Common Stock and directed that this Agreement be submitted for consideration by Janus’s stockholders at the Janus Stockholders Meeting (as defined in Section 6.4), and such resolutions have not been rescinded, modified or withdrawn in any wayway prior to the date hereof. This Agreement and the Transaction Documents to which APP is a party have each Ancillary Agreement has been duly executed and delivered by APP Janus and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents each Ancillary Agreement by the Xxxxxxxxx and any other parties party thereto, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPJanus, enforceable against APP Janus in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party each Ancillary Agreement by Janus do not, and the consummation of the transactions contemplated hereby and thereby Transactions, and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, amendment or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest or encumbrance of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP Janus or any of its Subsidiariessubsidiaries, under under: (iA) the Organizational Documents Janus Certificate of APP Incorporation or the Bylaws of Janus or the comparable organizational documents of any of its subsidiaries; (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease, commitment, contract, instrument or other agreement (each a Contract) to which Janus or any of its Subsidiariessubsidiaries is a party or by which Janus, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound; or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.1(b)(iii), any Applicable Laws applicable Lawto Janus or any of its subsidiaries or their respective businesses, properties or assets, other than, in the case of clauses (B) and (C) any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Janus or (2) prevent or materially delay the consummation of any of the Transactions. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any national, federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any non-governmental self-regulatory agency, commission or authority authority, whether of the United States, the United Kingdom, Australia or otherwise (a “Governmental Entity”) is required by or with respect to APP Janus or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party Ancillary Agreement by APP Janus or the consummation by APP Janus of the transactions contemplated hereby or therebyTransactions, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the HSR Act), and with any other applicable national, federal, state or foreign Applicable Laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the Antitrust Laws); (B) the filing with the SEC of (w) a proxy statement relating to the Janus Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the Proxy Statement), (x) a prospectus relating to the issue of Henderson Ordinary Shares in the United States pursuant to the Merger (such prospectus, as amended or supplemented from time to time, the Xxxxxxxxx US Prospectus), (y) the registration statement on the Agreed Form (the Registration Statement) and (z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), as may be required in connection with this Agreement and the Transactions; (C) the filing of the APP Certificate of Merger with the Secretary of State of the State state of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Janus and Xxxxxxxxx or their respective subsidiaries are qualified to do business; (D) such filings with and approvals of the Exchange to permit the Xxxxxxxxx Ordinary Shares that are to be issued in the Merger to be listed on the Exchange; and (E) consents from and other actions in respect of Clients, including those matters that are the subject of Section 5.1(e); (F) FINRA Approval and (G) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Janus or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (ai) APP OPCH has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents Merger Sub Stockholder Approval and, subject to which it is a party the OPCH Stockholder Approvals, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by OPCH, the Transaction Documents to which it is a party performance by APP OPCH of its obligations hereunder and the consummation by APP OPCH of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPOPCH, subject, in the case of the OPCH Share Issuance and the OPCH Charter Amendment, to the OPCH Stockholder Approvals. The Board of Directors of APP OPCH (at a meeting duly called and held) has, by the unanimous majority vote of all directors of APP: OPCH, (iA) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, the OPCH Share Issuance and the OPCH Charter Amendment, on the terms and subject to the conditions set forth in this Agreement, (B) determined that entering this Agreement and consummating the transactions contemplated herebyby this Agreement, including the APP Merger, the OPCH Share Issuance and the OPCH Charter Amendment are advisable and fair to, and in the best interests of, APP OPCH and its stockholders; the stockholders of OPCH, (iiC) authorized resolved to recommend the approval of the OPCH Share Issuance and approved the executionadoption of the OPCH Charter Amendment to the stockholders of OPCH, delivery on the terms and performance of subject to the conditions set forth in this Agreement by APP and approved the APP Merger; Agreement, and (iiiD) recommended directed that the adoption OPCH Share Issuance and the OPCH Charter Amendment be submitted to the stockholders of OPCH for approval of this Agreement by or adoption, respectively, at the holders of APP StockOPCH Stockholders Meeting, and, except to the extent expressly permitted pursuant to Section 5.3(b) and Section 5.3(d), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP OPCH and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoAmedisys, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPOPCH, enforceable against APP OPCH in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to for the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) Liens upon any of the properties or assets of APP OPCH or any of its Subsidiariessubsidiaries under, under (iA) the Organizational Documents Certificate of APP Incorporation of OPCH or the Bylaws of OPCH or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which OPCH or any of its Subsidiariessubsidiaries is a party or by which OPCH, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.2(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto OPCH or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (solely with respect to the certificate of incorporation and bylaws or comparable organizational documents of OPCH’s subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on OPCH or (2) prevent, materially impair or materially delay the ability of OPCH to consummate any of the transactions contemplated hereby. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) Entity is required by or with respect to APP OPCH or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any by OPCH, the performance by OPCH of the Transaction Documents to which APP is a party by APP its obligations hereunder or the consummation by APP OPCH of the transactions contemplated hereby or therebyhereby, except for (A) compliance with any applicable requirements of Antitrust Laws, (B) the filing or submission with the SEC, and in the case of clause (2), effectiveness, of (1) a proxy statement relating to the OPCH Stockholders Meeting, (2) the Form S-4 to be filed with the SEC by OPCH in connection with the issuance of shares of OPCH Share Issuance and (3) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the APP Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which OPCH or its subsidiaries are qualified to do business, (D) such filings with and approvals of the NASDAQ to permit the shares of OPCH Common Stock that are to be issued in the Merger to be listed on the NASDAQ, (E) the approvals, orders or authorizations set forth in Section 4.2(b)(iii) of the OPCH Disclosure Letter and (F) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on OPCH or (2) prevent, materially impair or materially delay the ability of OPCH to consummate any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (ai) APP Telaria has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Telaria Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP Telaria and the consummation by APP Telaria of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPTelaria, subject, in the case of the Merger, to the Telaria Stockholder Approval. The Board of Directors of APP Telaria (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: Telaria, (iA) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the APP Merger, are advisable and fair to, and in the best interests of, APP Telaria and its stockholders; , (iiB) authorized and approved the execution, delivery and performance of this Agreement by APP Telaria and approved the APP Merger; Merger and (iiiC) recommended resolved to recommend the adoption and approval of this Agreement by the holders of APP StockTelaria Common Stock and directed that this Agreement be submitted for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Telaria and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and such Transaction Documents by the other parties theretoMerger Sub, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPTelaria, enforceable against APP Telaria in accordance with their respective its terms, except that (A1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP Telaria or any of its SubsidiariesSubsidiaries under, under (iA) the Organizational Documents Certificate of APP Incorporation of Telaria or the Bylaws of Telaria or the comparable organizational documents of any of its Subsidiaries, (iiB) any APP Material Contract loan or APP Permit credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria or any of its Subsidiaries is a party or by which Telaria, any of its Subsidiaries or their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto Telaria or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any non-governmental self-regulatory agency, commission commission, authority or authority similar body (each, a “Governmental Entity”) is required by or with respect to APP Telaria or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP Telaria or the consummation by APP Telaria of the transactions contemplated hereby or therebyhereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing with the SEC of (1) a proxy statement relating to the Telaria Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) and (2) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the APP Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Telaria or its Subsidiaries are qualified to do business and (D) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (ai) APP Rubicon Project has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Rubicon Project Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP Rubicon Project and the consummation by APP Rubicon Project of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPRubicon Project, subject, in the case of the Rubicon Project Share Issuance, to the Rubicon Project Stockholder Approval. The Board of Directors of APP Rubicon Project (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: Rubicon Project, (iA) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the APP MergerMerger and the Rubicon Project Share Issuance, are advisable and fair to, and in the best interests of, APP Rubicon Project and its stockholders; , (iiB) authorized and approved the execution, delivery and performance of this Agreement by APP Rubicon Project and approved the APP Merger; Merger and the Rubicon Project Share Issuance and (iiiC) recommended resolved to recommend the adoption and approval of the Rubicon Project Share Issuance pursuant to this Agreement by the holders of APP StockRubicon Project Common Stock and directed that the Rubicon Project Share Issuance pursuant to this Agreement be submitted for consideration by Rubicon Project’s stockholders at the Rubicon Project Stockholders Meeting, and and, subject to Section 5.3(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Rubicon Project and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoTelaria, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPRubicon Project, enforceable against APP Rubicon Project in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to for the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) Liens upon any of the properties or assets of APP Rubicon Project or any of its SubsidiariesSubsidiaries under, under (iA) the Organizational Documents Certificate of APP Incorporation of Rubicon Project or the Bylaws of Rubicon Project or the comparable organizational documents of any of its Subsidiaries, (iiB) any APP Material Contract loan or APP Permit credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Rubicon Project or any of its Subsidiaries is a party or by which Rubicon Project, any of its Subsidiaries or their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.2(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto Rubicon Project or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Rubicon Project’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Rubicon Project or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) Entity is required by or with respect to APP Rubicon Project or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP Rubicon Project or the consummation by APP Rubicon Project of the transactions contemplated hereby or therebyhereby, except for (A) compliance with any applicable requirements of Antitrust Laws, (B) the filing or submission with the SEC, and in the case of clause (2) and (3), effectiveness, of (1) a proxy statement relating to the Rubicon Project Stockholders Meeting, (2) the registration statement on Form S-4 to be filed with the SEC (the “Form S-4”) by Rubicon Project in connection with the issuance of shares of Rubicon Project Common Stock in connection with the Merger (the “Rubicon Project Share Issuance”), and (3) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the APP Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Rubicon Project or its Subsidiaries are qualified to do business, (D) such filings with and approvals of the NYSE to permit the shares of Rubicon Project Common Stock that are to be issued in the Merger to be listed on the NYSE, and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Rubicon Project or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (ai) APP Raytheon has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Raytheon Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP Raytheon and the consummation by APP Raytheon of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPRaytheon, subject, in the case of the Merger, to the Raytheon Stockholder Approval. The Board of Directors of APP Raytheon (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: Raytheon, (iA) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the APP Merger, are advisable and fair to, and in the best interests of, APP Raytheon and its stockholders; , (iiB) authorized and approved the execution, delivery and performance of this Agreement by APP Raytheon and approved the APP Merger; Merger and (iiiC) recommended resolved to recommend the adoption and approval of this Agreement by the holders of APP StockRaytheon Common Stock and directed that this Agreement be submitted for consideration by Raytheon’s stockholders at the Raytheon Stockholders Meeting, and and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Raytheon and, assuming the due authorization, execution and delivery of this Agreement by UTC and such Transaction Documents by the other parties theretoMerger Sub, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPRaytheon, enforceable against APP Raytheon in accordance with their respective its terms, except that (A1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP Raytheon or any of its Subsidiariessubsidiaries under, under (iA) the Organizational Documents Certificate of APP Incorporation of Raytheon or the Bylaws of Raytheon or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Raytheon or any of its Subsidiariessubsidiaries is a party or by which Raytheon, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto Raytheon or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Raytheon’s subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Raytheon or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any non-governmental self-regulatory agency, commission or authority (each, a “Governmental Entity”) is required by or with respect to APP Raytheon or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP Raytheon or the consummation by APP Raytheon of the transactions contemplated hereby or therebyhereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing with the SEC of (1) a proxy statement relating to the Raytheon Stockholders Meeting (such proxy statement, together with the proxy statement relating to the UTC Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) and (2) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the APP Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Raytheon or its subsidiaries are qualified to do business and (D) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Raytheon or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (ai) APP Amedisys has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents Amedisys Stockholder Approval, to which it is a party perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by Amedisys, the Transaction Documents to which it is a party performance by APP Amedisys of its obligations hereunder and the consummation by APP Amedisys of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPAmedisys, subject, in the case of the Merger, to the Amedisys Stockholder Approval. The Board of Directors of APP Amedisys (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: Amedisys, (iA) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (B) determined that entering this Agreement and consummating the transactions contemplated herebyby this Agreement, including the APP Merger, are advisable and fair to, and in the best interests of, APP Amedisys and its stockholders; the stockholders of Amedisys, (iiC) authorized and approved resolved to recommend the execution, delivery and performance adoption of this Agreement by APP to the stockholders of Amedisys, on the terms and approved subject to the APP Merger; conditions set forth in this Agreement, and (iiiD) recommended the adoption and approval of directed that this Agreement by be submitted to the holders stockholders of APP StockAmedisys for adoption at the Amedisys Stockholders Meeting, and, except to the extent expressly permitted pursuant to Section 5.2(b) and Section 5.2(d), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Amedisys and, assuming the due authorization, execution and delivery of this Agreement by OPCH and such Transaction Documents by the other parties theretoMerger Sub, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPAmedisys, enforceable against APP Amedisys in accordance with their respective its terms, except that (A1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP Amedisys or any of its Subsidiariessubsidiaries under, under (iA) the Organizational Documents Certificate of APP Incorporation of Amedisys or the Bylaws of Amedisys or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Amedisys or any of its Subsidiariessubsidiaries is a party or by which Amedisys, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto Amedisys or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (solely with respect to the certificate of incorporation and bylaws or comparable organizational documents of Amedisys’s subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Amedisys or (2) prevent, materially impair or materially delay the ability of Amedisys to consummate any of the transactions contemplated hereby. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, national, state, localprovincial, foreign local or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any accrediting body or non-governmental self-regulatory agency, commission or authority authority, in each case, whether domestic or foreign (each, a “Governmental Entity”) is required by or with respect to APP Amedisys or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any by Amedisys, the performance by Amedisys of the Transaction Documents to which APP is a party by APP its obligations hereunder or the consummation by APP Amedisys of the transactions contemplated hereby or therebyhereby, except for (A) compliance with any applicable requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and with any other competition, antitrust, merger control or investment laws or laws that provide for review of national security matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing or submission with the SEC, and in the case of clause (2), effectiveness, of (1) a proxy statement relating to the Amedisys Stockholders Meeting (such proxy statement, together with the proxy statement relating to the OPCH Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), (2) the registration statement on Form S-4 to be filed with the SEC (the “Form S-4”) by OPCH in connection with the issuance of shares of OPCH Common Stock in connection with the Merger (the “OPCH Share Issuance”) and (3) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the APP Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Amedisys or its subsidiaries are qualified to do business, (D) the approvals, orders or authorizations set forth in Section 4.1(b)(iii) of the Amedisys Disclosure Letter and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Amedisys or (2) prevent, materially impair or materially delay the ability of Amedisys to consummate any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (ai) APP Sprint has all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and and, subject only to the Transaction Documents to which it is a party and Sprint Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP Sprint and the consummation by APP Sprint of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPSprint, subject, in the case of the Merger, to the Sprint Stockholder Approval and the filing of the Merger Certificate pursuant to the DGCL. The Board of Directors of APP Sprint (at a meeting duly called and held) has, by the unanimous vote of all directors of APPSprint, duly adopted resolutions: (iA) determined approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, on the terms and subject to the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, are fair to, and in the best interests of, Sprint and the stockholders of Sprint, (C) recommending the adoption of this Agreement to the stockholders of Sprint (the “Sprint Board Recommendation”) and (D) directing that this Agreement be submitted to the stockholders of Sprint for adoption, which resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of Sprint consisting solely of independent directors of Sprint (the “Sprint Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining that entering into this Agreement and consummating the transactions contemplated hereby, including the APP MergerMerger Transactions, are advisable and fair to, and in the best interests of, APP all of the stockholders of Sprint (including such stockholders other than the SoftBank Parties), and its stockholders; (iiB) authorized and approved recommending the execution, delivery and performance submission of this Agreement by APP to the full Board of Directors of Sprint and approved the APP Merger; and (iii) recommended the adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger Transactions, by the holders full Board of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any wayDirectors of Sprint. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Sprint and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretohereto, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPSprint, enforceable against APP Sprint in accordance with their respective its terms, except that (A) such enforcement may be subject to (A) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or encumbrance, option, right of first refusal, preemptive right, hypothecation, mortgage, security interest or other similar restriction of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP Sprint or any of its Subsidiariessubsidiaries under, under (iA) the Organizational Documents Sprint Certificate of APP Incorporation or the Bylaws of Sprint or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Sprint or any of its Subsidiariessubsidiaries is a party or by which Sprint, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto Sprint or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Sprint’s subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Sprint or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any non-governmental self-regulatory agency, commission or authority (each, a “Governmental Entity”) is required by or with respect to APP Sprint or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP Sprint or the consummation by APP Sprint of the transactions contemplated hereby or therebyhereby, except for the filing (A) compliance with any applicable requirements of the APP Certificate Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable federal, state or foreign laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the Secretary of State HSR Act, the “Antitrust Laws”), (B) compliance with any applicable requirements of the State Communications Act of Delaware1934, as amended, and the rules and regulations promulgated thereunder (the “Communications Act”), (C) pursuant to any applicable Laws of any state or territorial public utility commissions (“PUCs”) or any similar foreign public utility bodies regulating telecommunications businesses, (D) pursuant to Section 721 of the Defense Production Act of 1950, as amended, including amendments made by the Foreign Investment and National Security Act of 2007 (codified at 50 U.S.C. § 4565), and the regulations promulgated by the Committee on Foreign Investment in the United States (“CFIUS”) thereunder, codified at 31 C.F.R. Part 800, et seq., or any successor statute and/or regulations thereto (collectively, “Section 721”), (E) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (F) pursuant to the DGCL, (G) in accordance with the rules and policies of the New York Stock Exchange (“NYSE”) or the NASDAQ Global Select Market (“NASDAQ”), (H) such filings with the Defense Security Service (“DSS”) as are necessary to comply with the National Industrial Security Program Operating Manual (DOD 5220.22-M) (February 28, 2006) (together with any supplements, amendments or revised editions thereof, the “NISPOM”) and (I) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Sprint or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (ai) APP Diamond has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Diamond Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP Diamond and the consummation by APP Diamond of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPDiamond, subject in the case of the Diamond Merger to the Diamond Stockholder Approval. The Board of Directors of APP Diamond (at a meeting duly called and held) has, by the unanimous vote of all directors of APPDiamond: (ia) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP Diamond Merger, are advisable and fair to, and in the best interests of, APP Diamond and its stockholders; (iib) authorized and approved the execution, delivery and performance of this Agreement by APP Diamond and approved the APP Diamond Merger; and (iiic) recommended the adoption and approval of this Agreement by the holders of APP StockDiamond Common Stock and directed that this Agreement be submitted for consideration by Diamond’s stockholders at the Diamond Stockholders Meeting, and and, subject to Section 5.3(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Diamond and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoOrion, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPDiamond, enforceable against APP Diamond in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to for the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of APP Diamond or any of its Subsidiariessubsidiaries, under (iA) the Organizational Documents Diamond Certificate of APP Incorporation or the By-laws of Diamond or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Diamond or any of its Subsidiariessubsidiaries is a party or by which Diamond, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(cclause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto Diamond or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Diamond or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) Entity is required by or with respect to APP Diamond or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP Diamond or the consummation by APP Diamond of the transactions contemplated hereby or therebyhereby, except for (A) compliance with any applicable requirements of the Antitrust Laws; (B) the filing with the SEC of (x) a proxy statement relating to the Diamond Stockholders Meeting (as defined in Section 6.1(c)), (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the APP Diamond Certificate of Merger and the Orion Certificate of Merger with the Secretary of State of the State state of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Diamond and Orion or their respective subsidiaries are qualified to do business; (D) such filings with and approvals of the NYSE to permit the shares of HoldCo Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Diamond or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (ai) APP The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Transaction Documents to which it is a party by APP Company and the consummation by APP the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of APPthe Company, subject (in the case of the Merger) to the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of APP the Company (at a meeting duly called and held) has, by the unanimous vote of all the directors of APPthe Company: (ia) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP MergerTransactions, are advisable and fair to, and in the best interests of, APP the Company and its stockholders; (iib) authorized and approved the execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Company is a party by APP the Company and approved the APP MergerTransactions; and (iiic) recommended the adoption and approval of this Agreement by the holders of APP Stockthe Company Common Stock and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders Meeting, and and, subject to actions permitted under Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents each Ancillary Agreement to which APP the Company is a party have has been duly executed and delivered by APP the Company and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents each Ancillary Agreement to which the Company is a party by the each other parties party thereto, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPthe Company, enforceable against APP the Company in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents each Ancillary Agreement to which APP the Company is a party do by the Company does not, and the consummation of the transactions contemplated hereby and thereby Transactions, and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, amendment or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest or encumbrance of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP the Company or any of its Subsidiaries, under under: (iA) the Organizational Documents Company Certificate of APP Incorporation or the Company Bylaws or the comparable organizational documents of any of its Subsidiaries; (B) any legally binding loan or credit agreement, note, bond, mortgage, indenture, trust document, lease, commitment, contract or other legally binding agreement, instrument, permit, concession, franchise, license or similar authorization (each a Contract) to which the Company or any of its SubsidiariesSubsidiaries is a party or by which the Company, (ii) any APP Material Contract of its Subsidiaries or APP Permit their respective properties or assets may be bound; or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.1(b)(iii), any Applicable Laws applicable Lawto the Company or any of its Subsidiaries or their respective businesses, properties or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on the Company or (2) prevent or materially delay the consummation of any of the Transactions. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any national, federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required by or with respect to APP the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents Ancillary Agreement to which APP the Company is a party by APP the Company or the consummation by APP the Company of the transactions contemplated hereby or therebyTransactions, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the HSR Act), and with any other applicable national, federal, state or foreign Applicable Laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the Antitrust Laws); (B) the filing with the SEC of (w) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 6.2) (such proxy statement, as amended or supplemented from time to time, the Proxy Statement), (x) a prospectus relating to the issue of shares of Parent Common Stock pursuant to the Merger (such prospectus, as amended or supplemented from time to time, the Prospectus), (y) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Parent Stock Issuance (as amended from time to time, and including any Prospectus contained therein and including any information incorporation by reference therein, the Registration Statement), and related Form 8-A and (z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), as may be required in connection with this Agreement and the Transactions; (C) the filing of the APP Certificate of Merger with the Secretary of State of the State state of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company and Parent or their respective Subsidiaries are qualified to do business; (D) such filings with and approvals of the Exchange to permit the shares of Parent Common Stock, including those that are to be issued in the Merger, to be listed on the Exchange; and (E) such other consents, approvals, Orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on the Company or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (ai) APP Orion has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Orion Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP Orion and the consummation by APP Orion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPOrion, subject in the case of the Orion Merger to the Orion Stockholder Approval. The Board of Directors of APP Orion (at a meeting duly called and held) has, by the unanimous vote of all directors of APPOrion: (ia) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP Orion Merger, are advisable and fair to, and in the best interests of, APP Orion and its stockholders; (iib) authorized and approved the execution, delivery and performance of this Agreement by APP Orion and approved the APP Orion Merger; and (iiic) recommended the adoption and approval of this Agreement by the holders of APP StockOrion Common Stock and directed that this Agreement be submitted for consideration by Orion’s stockholders at the Orion Stockholders Meeting, and and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Orion and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoDiamond, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPOrion, enforceable against APP Orion in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP Orion or any of its Subsidiariessubsidiaries, under (iA) the Organizational Documents Orion Certificate of APP Incorporation or the By-laws of Orion or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Orion or any of its Subsidiariessubsidiaries is a party or by which Orion, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(cclause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto Orion or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Orion or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required by or with respect to APP Orion or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP Orion or the consummation by APP Orion of the transactions contemplated hereby or therebyhereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable federal, state or foreign laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the “Antitrust Laws”); (B) the filing with the SEC of (x) a proxy statement relating to the Orion Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, together with the proxy statement relating to the Diamond Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form S-4 to be filed with the SEC by HoldCo in connection with the issuance of shares of HoldCo Common Stock in the Mergers (the “Form S-4”) and (z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the APP Orion Certificate of Merger and the Diamond Certificate of Merger with the Secretary of State of the State state of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Orion and Diamond or their respective subsidiaries are qualified to do business; (D) such filings with and approvals of the New York Stock Exchange (the “NYSE”) to permit the shares of HoldCo Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Orion or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (ai) APP The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyTransactions, including the Merger. The execution and delivery of this Agreement and by the Transaction Documents to which it is a party by APP Company and the consummation by APP the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of APPthe Company, subject (in the case of the Merger) to the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of APP the Company (at a meeting duly called and held) has, by the unanimous vote of all directors of APPthe Company: (ia) determined that entering this Agreement and consummating the transactions contemplated herebyTransactions, including the APP Merger, are advisable and fair to, and in the best interests of, APP the Company and its stockholders; (iib) authorized and approved the execution, delivery and performance of this Agreement by APP the Company and approved the APP Merger; and (iiic) recommended the adoption and approval of this Agreement by the holders of APP Stockthe Company Common Stock and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders Meeting, and and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP the Company and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoParent, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPthe Company, enforceable against APP the Company in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and by the Transaction Documents to which APP is a party Company do not, and the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP the Company or any of its Subsidiariessubsidiaries, under (iA) the Organizational Documents Company Certificate of APP Incorporation or the Bylaws of the Company or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which the Company or any of its Subsidiariessubsidiaries is a party or by which the Company, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(cclause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on the Company or (2) prevent or materially delay the consummation of any of the Transactions. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required by or with respect to APP the Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any of by the Transaction Documents to which APP is a party by APP Company or the consummation by APP the Company of the transactions contemplated hereby or therebyTransactions, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable federal, state or foreign laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the “Antitrust Laws”); (B) the filing with the SEC of (x) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, together with the proxy statement relating to the Parent Shareholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form F-4 to be filed with the SEC by Parent in connection with the Parent Share Issuance (the “Form F-4”) and (z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the Transactions; (C) the filing of the APP Certificate of Merger with the Secretary of State of the State state of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company and Parent or their respective subsidiaries are qualified to do business; (D) such filings with and approvals of the Exchange to permit the Parent Common Shares that are to be issued in the Merger to be listed on the Exchange; and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on the Company or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (ai) APP Amedisys has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents Amedisys Stockholder Approval, to which it is a party perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by Amedisys, the Transaction Documents to which it is a party performance by APP Amedisys of its obligations hereunder and the consummation by APP Amedisys of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPAmedisys, subject, in the case of the Merger, to the Amedisys Stockholder Approval. The Board of Directors of APP Amedisys (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: Amedisys, (iA) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (B) determined that entering this Agreement and consummating the transactions contemplated herebyby this Agreement, including the APP Merger, are advisable and fair to, and in the best interests of, APP Amedisys and its stockholders; the stockholders of Amedisys, (iiC) authorized and approved resolved to recommend the execution, delivery and performance adoption of this Agreement by APP to the stockholders of Amedisys, on the terms and approved subject to the APP Merger; conditions set forth in this Agreement, and (iiiD) recommended the adoption and approval of directed that this Agreement by be submitted to the holders stockholders of APP StockAmedisys for adoption at the Amedisys Stockholders Meeting, and, except to the extent expressly permitted pursuant to Section 5.2(b) and Section 5.2(d), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Amedisys and, assuming the due authorization, execution and delivery of this Agreement by OPCH and such Transaction Documents by the other parties theretoMerger Sub, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPAmedisys, enforceable against APP Amedisys in accordance with their respective its terms, except that that (A1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP Amedisys or any of its Subsidiariessubsidiaries under, under (iA) the Organizational Documents Certificate of APP Incorporation of Amedisys or the Bylaws of Amedisys or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Amedisys or any of its Subsidiariessubsidiaries is a party or by which Amedisys, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto Amedisys or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (solely with respect to the certificate of incorporation and bylaws or comparable organizational documents of Amedisys’s subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Amedisys or (2) prevent, materially impair or materially delay the ability of Amedisys to consummate any of the transactions contemplated hereby. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, national, state, localprovincial, foreign local or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any accrediting body or non-governmental self-regulatory agency, commission or authority authority, in each case, whether domestic or foreign (each, a “Governmental Entity”) is required by or with respect to APP Amedisys or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any by Amedisys, the performance by Amedisys of the Transaction Documents to which APP is a party by APP its obligations hereunder or the consummation by APP Amedisys of the transactions contemplated hereby or therebyhereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and with any other competition, antitrust, merger control or investment laws or laws that provide for review of national security matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing or submission with the SEC, and in the case of clause (2), effectiveness, of (1) a proxy statement relating to the Amedisys Stockholders Meeting (such proxy statement, together with the proxy statement relating to the OPCH Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), (2) the registration statement on Form S-4 to be filed with the SEC (the “Form S-4”) by OPCH in connection with the issuance of shares of OPCH Common Stock in connection with the Merger (the “OPCH Share Issuance”) and (3) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the APP Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Amedisys or its subsidiaries are qualified to do business, (D) the approvals, orders or authorizations set forth in Section 4.1(b)(iii) of the Amedisys Disclosure Letter and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Amedisys or (2) prevent, materially impair or materially delay the ability of Amedisys to consummate any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (ai) APP UTC has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and UTC Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP UTC and the consummation by APP UTC of the transactions contemplated hereby and thereby have been (or, in the case of the Separation and the Distributions, at the Closing, will have been) duly authorized by all necessary corporate action on the part of APPUTC, subject, in the case of the UTC Share Issuance, to the UTC Stockholder Approval. The Board of Directors of APP UTC (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: UTC, (iA) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the APP Merger, hereby are advisable and fair to, and in the best interests of, APP UTC and its stockholders; , (iiB) authorized and approved the execution, delivery and performance of this Agreement by APP and approved the APP Merger; UTC and (iiiC) recommended resolved to recommend the adoption and approval of this Agreement the UTC Share Issuance by the holders of APP StockUTC Common Stock and directed that the UTC Share Issuance be submitted for consideration by UTC’s stockholders at the UTC Stockholders Meeting, and and, subject to Section 5.3(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP UTC and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoRaytheon, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPUTC, enforceable against APP UTC in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to for the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) Liens upon any of the properties or assets of APP UTC RemainCo or any of its Subsidiariessubsidiaries under, under (iA) the Organizational Documents Certificate of APP Incorporation of UTC or the Bylaws of UTC or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which UTC RemainCo or any of its Subsidiariessubsidiaries is a party or by which UTC RemainCo, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.2(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto UTC RemainCo or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of UTC’s subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on UTC or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) Entity is required by or with respect to APP UTC or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP UTC or the consummation by APP UTC of the transactions contemplated hereby or therebyhereby, except for (A) compliance with any applicable requirements of Antitrust Laws, (B) the filing or submission with the SEC, and in the case of clause (2) and (3), effectiveness, of (1) a proxy statement relating to the UTC Stockholders Meeting, (2) the registration statement on Form S-4 to be filed with the SEC (the “Form S-4”) by UTC in connection with the issuance of shares of UTC Common Stock in connection with the Merger (the “UTC Share Issuance”), (3) the SpinCo Registration Statements and any other applicable registration statements to be submitted or filed with the SEC by Carrier SpinCo and Xxxx SpinCo, as applicable, in connection with the Distributions and (4) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the APP Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which UTC or its subsidiaries are qualified to do business, (D) such filings with and approvals of the NYSE to permit the shares of UTC Common Stock that are to be issued in the Merger to be listed on the NYSE, and such filings with and approvals of the applicable securities exchange(s) to permit the shares of common stock of Carrier SpinCo and the shares of common stock of Xxxx SpinCo that are to be distributed in the Distributions to be listed on such securities exchange(s), (E) approvals, authorizations, actions or rulings by, or filings with, any Taxing Authorities in connection with the Separation and the Distributions and (F) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on UTC or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iv) (A) At the time of each Distribution, UTC will have sufficient surplus, as determined in accordance with Section 170 of the DGCL, to effect each such Distribution in accordance therewith, and (B) at the time of each of the Xxxx SpinCo Pre-Closing Cash Distribution, the Carrier SpinCo Pre-Closing Cash Distribution and, if applicable, the issuances of the Xxxx SpinCo Debt Securities and the Carrier SpinCo Debt Securities contemplated by the Separation Principles, Xxxx SpinCo or Carrier SpinCo, as applicable, will have sufficient surplus, as determined in accordance with Section 170 of the DGCL, to consummate such distribution and, if applicable, issuance.

Corporate Authority; Non-contravention. (ai) APP The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyTransactions, including the Merger. The execution and delivery of this Agreement and by the Transaction Documents to which it is a party by APP Company and the consummation by APP the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of APPthe Company, subject (in the case of the Merger) to the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of APP the Company (at a meeting duly called and held) has, by the unanimous vote of all directors of APPthe Company: (ia) determined that entering this Agreement and consummating the transactions contemplated herebyTransactions, including the APP Merger, are advisable and fair to, and in the best interests of, APP the Company and its stockholders; (iib) authorized and approved the execution, delivery and performance of this Agreement by APP the Company and approved the APP Merger; and (iiic) recommended the adoption and approval of this Agreement by the holders of APP Stockthe Company Common Stock and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders Meeting, and and, subject to ‎Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP the Company and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoParent, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPthe Company, enforceable against APP the Company in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and by the Transaction Documents to which APP is a party Company do not, and the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP the Company or any of its Subsidiariessubsidiaries, under (iA) the Organizational Documents Company Certificate of APP Incorporation or the Bylaws of the Company or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which the Company or any of its Subsidiariessubsidiaries is a party or by which the Company, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(cclause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on the Company or (2) prevent or materially delay the consummation of any of the Transactions. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required by or with respect to APP the Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any of by the Transaction Documents to which APP is a party by APP Company or the consummation by APP the Company of the transactions contemplated hereby or therebyTransactions, except for (A) compliance with any applicable requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable federal, state or foreign laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the “Antitrust Laws”); (B) the filing of the APP Certificate of Merger with the Secretary SEC of State of (x) a proxy statement relating to the State of Delaware.Company Stockholders Meeting (as defined in ‎Section 6.1(b)) (such proxy statement, together with the proxy statement relating to the Parent Shareholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form F-4 to be filed with the SEC by Parent in connection with the Parent Share Issuance (the “Form F-4”) and (z) such reports under Section 13(a) or

Corporate Authority; Non-contravention. (a) APP The Company has all the requisite corporate power and authority to enter into this Agreement and and, except for the Transaction Documents to which it is a party and receipt of the Company Shareholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery affirmative vote of this Agreement and the Transaction Documents holders of a majority of the outstanding Company Shares having the right to which it vote is a party by APP and the only vote of the holders of the Company’s Shares required in connection with the consummation by APP of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on Merger (the part of APP“Company Shareholder Approval”). The Company Board of Directors of APP (at a meeting duly called and held) hasheld meeting, by the unanimous vote of at which all directors of APP: the Company were present and voting in favor, has, pursuant to duly and unanimously adopted resolutions (i) determined that entering this which, as of the Agreement and consummating the transactions contemplated herebyDate, including the APP Merger, are advisable and fair to, and in the best interests of, APP and its stockholders; (ii) authorized and approved the execution, delivery and performance of this Agreement by APP and approved the APP Merger; and (iii) recommended the adoption and approval of this Agreement by the holders of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement ): (i) determined that the Merger and the Transaction Documents other transactions contemplated hereby are fair and in the best interests of the Company and its shareholders, and declared it advisable to which APP is a party have been duly executed enter into this Agreement; (ii) approved the execution, delivery and delivered by APP and, assuming the due authorization, execution and delivery performance of this Agreement and such Transaction Documents by the other parties thereto, this Agreement and such Transaction Documents constitute the legal, valid and binding obligation of APP, enforceable against APP in accordance with their respective terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (b) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the execution and delivery of this Agreement and the Transaction Documents to which APP is a party do not, and the consummation of the transactions contemplated hereby hereby, including the Merger; (iii) taken all actions necessary so that the restrictions on business combinations and thereby shareholder vote requirements contained in the MBCA and compliance any other applicable Law with respect to “moratorium,” “control share acquisition,” “business combination,” “fair price,” or other form of anti-takeover Laws that may purport to be applicable will not apply with respect to or as a result of the provisions Merger, this Agreement or the transactions contemplated hereby; and (iv) subject to Section 5.3, resolved to recommend that the Shareholders of the Company vote in favor of the adoption of this Agreement and the Merger at the Company Shareholders Meeting. Except for the Company Shareholder Approval and the filing of the Certificate of Merger with the Michigan LARA, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except where such Transaction Documents shall enforceability may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors and by general principles of equity regardless of whether enforcement is considered in a proceeding in equity or Law. (b) The execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Body or NASDAQ other than: (i) the filing of the Certificate of Merger; (ii) compliance with the applicable requirements of the HSR Act and any other antitrust, competition or similar Laws of any foreign jurisdiction; (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement in connection with the Company Shareholders Meeting; (iv) compliance with the rules and regulations of NASDAQ; (v) compliance with any applicable foreign or state, securities or blue sky laws; and (vi) the other consents and/or notices set forth on Part 3.3(b) of the Disclosure Schedule (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect. The approvals of the Company Board referred to in Section 3.3(a) constitute all necessary approvals of the Company Board such that no restrictions of any takeover Laws apply to the Company with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement. (c) Assuming compliance with the matters referenced in Section 3.3(b), receipt of the Company Approvals and the receipt of the Company Shareholder Approval, except as set forth in Part 3.3(c) of the Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby do not and will not: (i) contravene or conflict with the articles of incorporation and bylaws of the Company, including all amendments thereto (collectively, the “Company Charter Documents”) or the organizational or governing documents of any of its Subsidiaries; (ii) contravene or conflict with, with in any material respect or constitute a violation in any material respect of any provision of any Law binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets; (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, under any Top Contract binding upon the Company or any of its Subsidiaries; or (iv) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever material Encumbrance (collectively, “Liens”other than Permitted Encumbrances) upon any of the properties or assets of APP the Company or any of its Subsidiaries, under (i) the Organizational Documents of APP or any of its Subsidiaries, (ii) any APP Material Contract or APP Permit or (iii) subject to the governmental filings and other matters referred to in Section 4.2(c) below, any applicable Law. (c) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required by or with respect to APP or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP or the consummation by APP of the transactions contemplated hereby or thereby, except for the filing of the APP Certificate of Merger with the Secretary of State of the State of Delaware.

Corporate Authority; Non-contravention. (ai) APP The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Transaction Documents Statutory Merger Agreement and, subject to which it is a party the Company Shareholder Approval and the filing of the Merger Application with the Registrar, to consummate the transactions contemplated hereby and therebyTransactions, including the Merger. The execution and delivery of this Agreement and the Transaction Documents to which it is a party Statutory Merger Agreement by APP the Company and the consummation by APP the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of APPthe Company, subject (in the case of the Merger) to the Company Shareholder Approval and the filing of the Merger Application with the Registrar. The Board of Directors of APP the Company (at a meeting duly called and held) has, by the unanimous vote of all directors of APPthe Company: (ia) determined that the Exchange Ratio constitutes fair value for the Company Common Shares in accordance with the Bermuda Companies Act; (b) determined that entering this Agreement and the Statutory Merger Agreement and consummating the transactions contemplated hereby, including the APP Merger, Transactions are advisable and fair to, and in the best interests of, APP and its stockholdersof the Company; (iic) authorized and approved the execution, delivery and performance of this Agreement and the Statutory Merger Agreement by APP the Company and approved the APP Merger; and (iiid) recommended the approval and adoption of the Transactions, this Agreement and approval of this the Statutory Merger Agreement by the holders of APP StockCompany Common Shares and directed that this Agreement and the Statutory Merger Agreement be submitted for consideration by the Company’s shareholders at the Company Shareholders Meeting, and, subject to Section 5.2(c) and Section 5.2(e) such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP the Company and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoParent, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPthe Company, enforceable against APP the Company in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party Statutory Merger Agreement by the Company do not, and the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions of this Agreement and such Transaction Documents the Statutory Merger Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP the Company or any of its Subsidiariessubsidiaries, under (iA) the Organizational Documents Company Certificate of APP Incorporation, Company Memorandum of Association or the Company Bye-laws or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which the Company or any of its Subsidiariessubsidiaries is a party or by which the Company, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on the Company or (2) prevent or materially delay the consummation of any of the Transactions. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required by or with respect to APP the Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party Statutory Merger Agreement by APP the Company or the consummation by APP the Company or its subsidiaries of the transactions contemplated hereby or therebyTransactions, except for (A) compliance with any applicable requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable federal, state or foreign laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the “Antitrust Laws”); (B) the filing with the SEC of (x) a proxy statement relating to the Company Shareholders Meeting (such proxy statement, together with the proxy statement relating to the Parent Shareholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Parent Share Issuance (the “Form S-4”) and (z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement, the Statutory Merger Agreement and the Transactions; (C) the filing of (x) the APP Certificate of Merger Application with the Secretary Registrar pursuant to the Bermuda Companies Act and (y) appropriate documents with the relevant authorities of State other states in which the Company and Parent or their respective subsidiaries are qualified to do business; (D) the approval of the State United Kingdom Financial Conduct Authority in respect of Delawarethe acquisition of equity securities of the entities set forth on Section 4.1(b)(iii)(D) of the Company Disclosure Letter in connection with the Merger; (E) such filings with and approvals of the New York Stock Exchange (the “NYSE”) to permit the Parent Common Shares that are to be issued in the Merger to be listed on the NYSE; and (F) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on the Company or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (ai) APP The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Transaction Documents to which it is a party by APP Company and the consummation by APP the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APP. The Board the Company, subject, in the case of Directors of APP (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: (i) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP First Merger, are advisable and fair to, and in to the best interests of, APP and its stockholders; (ii) authorized and approved the execution, delivery and performance of this Agreement by APP and approved the APP Merger; and (iii) recommended the adoption and approval of this Agreement by the holders of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any wayCompany Stockholder Approval. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP the Company and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by each of the other parties theretohereto, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPthe Company, enforceable against APP the Company in accordance with their respective its terms, except that (A) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or and other similar Laws, now or hereafter in effect, Laws affecting or relating to the availability and enforcement of creditors’ rights and remedies generally and by general principles of equity (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectivelysuch exception, the “Enforceability ExceptionsException”). (bii) Except as set forth The Company Board, at a meeting duly called and held prior to the execution of this Agreement, has duly adopted resolutions (A) approving this Agreement, the Mergers and the other transactions contemplated hereby, (B) determining that the terms of the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (C) recommending that the Company’s stockholders vote affirmatively to adopt this Agreement, and (D) declaring this Agreement advisable in accordance with Section 4.2(b251(a) of the APP Disclosure LetterDGCL (the resolutions and determinations referred to in clauses (B), (C) and (D) of this sentence being hereafter referred to as the “Company Board Recommendation”), which resolutions have not, as of the date hereof, been withdrawn or modified. (iii) The execution and delivery of this Agreement and by the Transaction Documents to which APP is a party do Company does not, and the consummation of the transactions contemplated hereby and thereby and compliance by the Company with the provisions of this Agreement and such Transaction Documents shall will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP the Company or any of its Subsidiaries, under (iA) (1) the Organizational Documents Company Charter or the Company Bylaws or (2) the comparable organizational documents of APP any of the Company’s Subsidiaries, (B) except as set forth on Section 3.1(b)(iii) of the Company Disclosure Letter, any Contract, permit, concession, franchise, license or similar authorization to which the Company or any of its SubsidiariesSubsidiaries is a party or by which the Company, (ii) any APP Material Contract of its Subsidiaries or APP Permit their respective properties or assets are bound, or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c3.1(b)(iv) below, any Law or Order applicable Lawto the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (civ) Except as set forth in on Section 4.2(c3.1(b)(iv) of the APP Company Disclosure Letter, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator or any non-governmental self-regulatory agency, commission or authority or any arbitral body (a “Governmental Entity”) is required by or with respect to APP the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any of by the Transaction Documents to which APP is a party by APP or Company, the consummation by APP the Company of the transactions contemplated hereby or therebythe compliance by the Company with the provisions of this Agreement, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and with any other Laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the “Antitrust Laws”), (B) the filing with the SEC of (1) a proxy statement relating to the Company Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Parent Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (2) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the First Merger, of which the Joint Proxy Statement will form a part (the “Form S-4”), and (3) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the APP First Certificate of Merger with the Secretary of State of the State of Delaware, and appropriate documents with the relevant authorities of other jurisdictions in which the Company and Parent or their respective Subsidiaries are qualified to do business, (D) any filings required under the rules and regulations of the NYSE, and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Corporate Authority; Non-contravention. (ai) APP Parent has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents Merger Sub Stockholder Approval, to which it is a party perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by Xxxxxx, the Transaction Documents to which it is a party performance by APP Parent of its obligations hereunder and the consummation by APP Parent of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPParent. The Board of Directors of APP Merger Sub (at a meeting duly called and held) hashas unanimously, (A) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the unanimous vote of all directors of APP: Merger, on the terms and subject to the conditions set forth in this Agreement, (iB) determined that entering this Agreement and consummating the transactions contemplated herebyby this Agreement, including the APP Merger, are advisable and fair to, and in the best interests ofof Merger Sub and Parent (as Merger Sub’s sole stockholder), APP and its stockholders; (iiC) authorized and approved resolved to recommend the execution, delivery and performance approval of the adoption of this Agreement by APP to Parent (as Merger Sub’s sole stockholder), on the terms and approved subject to the APP Merger; conditions set forth in this Agreement, and (iiiD) recommended the adoption and approval of directed that this Agreement by the holders of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any waybe submitted to Parent (as Merger Sub’s sole stockholder) for its adoption. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Xxxxxx and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoAmedisys, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPParent, enforceable against APP Parent in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to for the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP or any of its Subsidiaries, under (iA) the Organizational Documents Certificate of APP Incorporation of Parent or any Merger Sub or the Bylaws of its SubsidiariesParent or Merger Sub, (iiB) any APP Material Contract loan or APP Permit credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Parent or Merger Sub is a party or by which Parent or Merger Sub may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.2(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto Parent or Merger Sub, other than, in the case of clauses (B) and (C), as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) Entity is required by or with respect to APP Parent or any of its Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by Parent or any Merger Sub, the performance by Parent or Merger Sub of the Transaction Documents to which APP is a party by APP their obligations hereunder or the consummation by APP Parent or Merger Sub of the transactions contemplated hereby or therebyhereby, except for (A) compliance with any applicable requirements of Antitrust Laws, (B) the filing or submission with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the APP Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub are qualified to do business, and (D) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Corporate Authority; Non-contravention. (a) APP The Company Board, at a meeting duly called and held, has all approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company and Merger Sub has the requisite corporate power and authority to enter into this Agreement and each of the Transaction Documents Ancillary Agreements to which it is, or is a contemplated to be, party and and, subject to the Company Shareholder Approval, to consummate the transactions contemplated hereby Transactions. Subject to the Company Shareholder Approval, each of Intermediate Holdco and therebyECRC has the requisite corporate power and authority to consummate the Transactions. The execution and delivery of this Agreement and the Transaction Documents to which it is a party applicable Ancillary Agreements by APP the Company and Merger Sub, as applicable, and the consummation by APP the Company and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of APPthe Company and Merger Sub, as applicable, subject, in the case of the Company, to the Company Shareholder Approval. The Board consummation by Intermediate Holdco and ECRC of Directors the Transactions have been duly authorized by all necessary corporate action on the part of APP (at a meeting duly called Intermediate Holdco and held) hasECRC, by the unanimous vote of all directors of APP: (i) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP Merger, are advisable and fair toas applicable, and in no other corporate proceedings on the best interests of, APP part of Intermediate Holdco and its stockholders; (ii) authorized and approved ECRC are necessary to consummate the execution, delivery and performance of this Agreement by APP and approved the APP Merger; and (iii) recommended the adoption and approval of this Agreement by the holders of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any wayTransactions. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP each of Company and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoGX, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPeach of the Company and Merger Sub, enforceable against APP each of Company and Merger Sub in accordance with their respective its terms, except that (A) such enforcement may be subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (Bii) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (b) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby Transactions do not and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall will not, (i) contravene, conflict with or result in any violation or breach of the respective certificates of incorporation, bylaws or comparable governing documents of the Company or the Company Subsidiaries, (ii) subject to the governmental filings and other matters referred to in Section 3.2(c), contravene, conflict with or result in any violation or breach of provision of applicable Law, or (iii) conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, adverse claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) ), other than a Permitted Lien, upon any of the properties (including the Elk Creek Project and Company Mining Rights) or assets of APP each of the Company and the Company Subsidiaries under, any Company Permit or any contract to which the Company or any of its Subsidiaries, under (i) the Organizational Documents of APP Company Subsidiaries is a party or by which the Company or any of its Subsidiariesthe Company Subsidiaries or their respective properties or assets may be bound, other than, in the case of clauses (ii) and (iii), any APP such 11 contraventions, conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, has not had and would not reasonably be expected (A) to have a Company Material Contract or APP Permit Adverse Effect or (iiiB) subject to prevent or materially delay the governmental filings and other matters referred to in Section 4.2(c) below, consummation of any applicable Lawof the Transactions. (c) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, provincial, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any non-governmental self-regulatory agency, commission or authority or any stock exchange (each, a “Governmental Entity”) is required by or with respect to APP the Company or any of its the Company Subsidiaries in connection with the execution and delivery of this Agreement or any of by the Transaction Documents to which APP is a party by APP Company and Merger Sub or the consummation by APP the Company, Merger Sub, Intermediate Holdco and ECRC of the transactions contemplated hereby or therebyTransactions, except for (i) compliance with any applicable requirements of any Competition Laws, (ii) the filing or submission with the SEC and the Canadian Securities Administrators of a management information and proxy circular relating to the Company Shareholder Meeting (such proxy circular, together with the proxy statement relating to the GX Shareholder Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (iii) compliance with the applicable requirements of the TSX and NASDAQ, including the required approval of the TSX for the issuance and listing of the (x) Company Post-Closing Common Shares issuable pursuant to the Exchange, (y) Company Common Shares issuable upon the exchange of the Second Merger Class B Shares pursuant to the Exchange Agreement, and (z) Company Common Shares issuable upon the exercise of Former GX Company Warrants, (iv) compliance with the applicable requirements, if any, of the Exchange Act, the Securities Act, state securities laws or “blue sky” laws, state takeover laws, and the Canadian Securities Laws and the BCBCA, (v) the filing of the APP Certificate of Merger Filings with the Secretary of State of the State of DelawareDelaware and, with respect to the Second Merger only, the Secretary of State of the State of Nebraska, and appropriate documents with the relevant authorities of other states in which the Company or the Company Subsidiaries are qualified to do business, and (vi) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Company Material Adverse Effect or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (ai) APP The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Transaction Documents Statutory Merger Agreement and, subject to which it is a party the Company Shareholder Approval and the filing of the Merger Application with the Registrar, to consummate the transactions contemplated hereby and therebyTransactions, including the Merger. The execution and delivery of this Agreement and the Transaction Documents to which it is a party Statutory Merger Agreement by APP the Company and the consummation by APP the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of APPthe Company, subject (in the case of the Merger) to the Company Shareholder Approval and the filing of the Merger Application with the Registrar. The Board of Directors of APP the Company (at a meeting duly called and held) has, by the unanimous vote of all directors of APPthe Company: (ia) determined that the Exchange Ratio constitutes fair value for the Company Common Shares in accordance with the Bermuda Companies Act; (b) determined that entering this Agreement and the Statutory Merger Agreement and consummating the transactions contemplated hereby, including the APP Merger, Transactions are advisable and fair to, and in the best interests of, APP and its stockholdersof the Company; (iic) authorized and approved the execution, delivery and performance of this Agreement and the Statutory Merger Agreement by APP the Company and approved the APP Merger; and (iiid) recommended the approval and adoption of the Transactions, this Agreement and approval of this the Statutory Merger Agreement by the holders of APP StockCompany Common Shares and directed that this Agreement and the Statutory Merger Agreement be submitted for consideration by the Company’s shareholders at the Company Shareholders Meeting, and, subject to Section 5.2(c) and Section 5.2(e) such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP the Company and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoParent, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPthe Company, enforceable against APP the Company in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party Statutory Merger Agreement by the Company do not, and the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions of this Agreement and such Transaction Documents the Statutory Merger Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP the Company or any of its Subsidiariessubsidiaries, under (iA) the Organizational Documents Company Certificate of APP Incorporation, Company Memorandum of Association or the Company Bye-laws or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which the Company or any of its Subsidiariessubsidiaries is a party or by which the Company, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on the Company or (2) prevent or materially delay the consummation of any of the Transactions. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required by or with respect to APP the Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party Statutory Merger Agreement by APP the Company or the consummation by APP the Company or its subsidiaries of the transactions contemplated hereby or therebyTransactions, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable federal, state or foreign laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the “Antitrust Laws”); (B) the filing with the SEC of (x) a proxy statement relating to the Company Shareholders Meeting (such proxy statement, together with the proxy statement relating to the Parent Shareholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Parent Share Issuance (the “Form S-4”) and (z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement, the Statutory Merger Agreement and the Transactions; (C) the filing of (x) the APP Certificate of Merger Application with the Secretary Registrar pursuant to the Bermuda Companies Act and (y) appropriate documents with the relevant authorities of State other states in which the Company and Parent or their respective subsidiaries are qualified to do business; (D) the approval of the State United Kingdom Financial Conduct Authority in respect of Delawarethe acquisition of equity securities of the entities set forth on Section 4.1(b)(iii)(D) of the Company Disclosure Letter in connection with the Merger; (E) such filings with and approvals of the New York Stock Exchange (the “NYSE”) to permit the Parent Common Shares that are to be issued in the Merger to be listed on the NYSE; and (F) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on the Company or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (ai) APP Orion has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Orion Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP Orion and the consummation by APP Orion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APP. The Board of Directors of APP been (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: (ia) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP Orion Merger, are advisable and fair to, and in the best interests of, APP Orion and its stockholders; (iib) authorized and approved the execution, delivery and performance of this Agreement by APP Orion and approved the APP Orion Merger; and (iiic) recommended the adoption and approval of this Agreement by the holders of APP StockOrion Common Stock and directed that this Agreement be submitted for consideration by Orion’s stockholders at the Orion Stockholders Meeting, and and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Orion and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoDiamond, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPOrion, enforceable against APP Orion in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP Orion or any of its Subsidiariessubsidiaries, under (iA) the Organizational Documents Orion Certificate of APP Incorporation or the By-laws of Orion or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Orion or any of its Subsidiariessubsidiaries is a party or by which Orion, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(cclause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto Orion or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Orion or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required by or with respect to APP Orion or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP Orion or the consummation by APP Orion of the transactions contemplated hereby or therebyhereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable federal, state or foreign laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the “Antitrust Laws”); (B) the filing with the SEC of (x) a proxy statement relating to the Orion Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, together with the proxy statement relating to the Diamond Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form S-4 to be filed with the SEC by HoldCo in connection with the issuance of shares of HoldCo Common Stock in the Mergers (the “Form S-4”) and (z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the APP Orion Certificate of Merger and the Diamond Certificate of Merger with the Secretary of State of the State state of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Orion and Diamond or their respective subsidiaries are qualified to do business; (D) such filings with and approvals of the New York Stock Exchange (the “NYSE”) to permit the shares of HoldCo Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Orion or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (a) APP The Company has all the requisite corporate power and authority to enter into this Agreement and and, except for the Transaction Documents to which it is a party and receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution separate affirmative votes of the holders of (i) a majority of the Preferred Company Stock and delivery (ii) a majority of this Agreement and the Transaction Documents to which it is a party votes represented by APP and the Company Shares (including, for the avoidance of doubt, the votes represented by the Preferred Company Stock) are the only votes of the holders of the Company’s Shares required in connection with the consummation by APP of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on Merger (the part of APP“Company Stockholder Approval”). The Company Board of Directors of APP (at a duly held meeting duly called and held) has, by the unanimous vote of all directors of APP: (i) determined that entering this Agreement the Merger and consummating the other transactions contemplated hereby, including the APP Merger, hereby are advisable and fair to, and in the best interests of, APP of the Company and its stockholders, and declared it advisable to enter into this Agreement; (ii) authorized and approved the execution, delivery and performance of this Agreement by APP and approved the APP Merger; and (iii) recommended the adoption and approval of this Agreement by the holders of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have been duly executed and delivered by APP and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties thereto, this Agreement and such Transaction Documents constitute the legal, valid and binding obligation of APP, enforceable against APP in accordance with their respective terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (b) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the execution and delivery of this Agreement and the Transaction Documents to which APP is a party do not, and the consummation of the transactions contemplated hereby hereby, including the Merger; and thereby (iii) subject to Section 5.3, resolved to recommend that the Stockholders of the Company adopt this Agreement and compliance approve the Merger. Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except where such enforceability may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the provisions rights and remedies of creditors, and by general principles of equity regardless of whether enforcement is considered in a proceeding in equity or Law. (b) The execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Body or stock exchange other than: (i) the filing of the Certificate of Merger; (ii) compliance with the applicable requirements of any antitrust, competition or similar Laws of any foreign jurisdiction; (iii) compliance with the applicable requirements of the Exchange Act, including the filing with the SEC of an information statement of the type contemplated by Rule 14c-2 under the Exchange Act related to the Merger and this Agreement (such Transaction Documents shall information statement, including any amendment or supplement thereto, the “Information Statement”); (iv) compliance with the rules and regulations of the OTCQB; and (v) compliance with any applicable foreign or state securities or blue sky laws (collectively, clauses (i) through (v), the “Company Approvals”). The approvals of the Company Board referred to in Section 3.3(a) constitute all necessary approvals of the Company Board such that no restrictions of any Takeover Laws apply to the Company with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement. (c) Assuming compliance with the matters referenced in Section 3.3(b), receipt of the Company Approvals and the receipt of the Company Stockholder Approval, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby do not and will not: (i) contravene or conflict with the certificate of incorporation, bylaws or any certificate of designation of the Company, including all amendments thereto (collectively, the “Company Charter Documents”); (ii) contravene or conflict withwith in any material respect or constitute a material violation of any provision of any Law binding upon or applicable to the Company or its properties or assets; or (iii) except as set forth on Part 3.3(c) of the Disclosure Schedule, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, under any Material Contract or any material oral arrangement binding upon the Company or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever Encumbrance (collectively, “Liens”other than Permitted Encumbrances) upon any of the properties or assets of APP or any of its Subsidiaries, under (i) the Organizational Documents of APP or any of its Subsidiaries, (ii) any APP Material Contract or APP Permit or (iii) subject to the governmental filings and other matters referred to in Section 4.2(c) below, any applicable LawCompany. (c) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) is required by or with respect to APP or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP or the consummation by APP of the transactions contemplated hereby or thereby, except for the filing of the APP Certificate of Merger with the Secretary of State of the State of Delaware.

Corporate Authority; Non-contravention. (ai) APP UTC has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and UTC Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP UTC and the consummation by APP UTC of the transactions contemplated hereby and thereby have been (or, in the case of the Separation and the Distributions, at the Closing, will have been) duly authorized by all necessary corporate action on the part of APPUTC, subject, in the case of the UTC Share Issuance, to the UTC Stockholder Approval. The Board of Directors of APP UTC (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: UTC, (iA) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the APP Merger, hereby are advisable and fair to, and in the best interests of, APP UTC and its stockholders; , (iiB) authorized and approved the execution, delivery and performance of this Agreement by APP and approved the APP Merger; UTC and (iiiC) recommended resolved to recommend the adoption and approval of this Agreement the UTC Share Issuance by the holders of APP StockUTC Common Stock and directed that the UTC Share Issuance be submitted for consideration by UTC’s stockholders at the UTC Stockholders Meeting, and and, subject to Section 5.3(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP UTC and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoRaytheon, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPUTC, enforceable against APP UTC in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to for the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) Liens upon any of the properties or assets of APP UTC RemainCo or any of its Subsidiariessubsidiaries under, under (iA) the Organizational Documents Certificate of APP Incorporation of UTC or the Bylaws of UTC or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which UTC RemainCo or any of its Subsidiariessubsidiaries is a party or by which UTC RemainCo, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.2(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto UTC RemainCo or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of UTC’s subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on UTC or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) Entity is required by or with respect to APP UTC or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP UTC or the consummation by APP UTC of the transactions contemplated hereby or therebyhereby, except for (A) compliance with any applicable requirements of Antitrust Laws, (B) the filing or submission with the SEC, and in the case of clause (2) and (3), effectiveness, of (1) a proxy statement relating to the UTC Stockholders Meeting, (2) the registration statement on Form S-4 to be filed with the SEC (the “Form S-4”) by UTC in connection with the issuance of shares of UTC Common Stock in connection with the Merger (the “UTC Share Issuance”), (3) the SpinCo Registration Statements and any other applicable registration statements to be submitted or filed with the SEC by Carrier SpinCo and Xxxx SpinCo, as applicable, in connection with the Distributions and (4) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the APP Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which UTC or its subsidiaries are qualified to do business, (D) such filings with and approvals of the NYSE to permit the shares of UTC Common Stock that are to be issued in the Merger to be listed on the NYSE, and such filings with and approvals of the applicable securities exchange(s) to permit the shares of common stock of Carrier SpinCo and the shares of common stock of Xxxx SpinCo that are to be distributed in the Distributions to be listed on such securities exchange(s), (E) approvals, authorizations, actions or rulings by, or filings with, any Taxing Authorities in connection with the Separation and the Distributions and (F) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on UTC or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iv) (A) At the time of each Distribution, UTC will have sufficient surplus, as determined in accordance with Section 170 of the DGCL, to effect each such Distribution in accordance therewith, and (B) at the time of each of the Xxxx SpinCo Pre-Closing Cash Distribution, the Carrier SpinCo Pre-Closing Cash Distribution and, if applicable, the issuances of the Xxxx SpinCo Debt Securities and the Carrier SpinCo Debt Securities contemplated by the Separation Principles, Xxxx SpinCo or Carrier SpinCo, as applicable, will have sufficient surplus, as determined in accordance with Section 170 of the DGCL, to consummate such distribution and, if applicable, issuance.

Corporate Authority; Non-contravention. (ai) APP ILG has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and ILG Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP ILG and the consummation by APP ILG of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APP. The Board ILG, subject, in the case of Directors of APP (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: (i) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP ILG Merger, are advisable and fair to, and in to the best interests of, APP and its stockholders; (ii) authorized and approved the execution, delivery and performance of this Agreement by APP and approved the APP Merger; and (iii) recommended the adoption and approval of this Agreement by the holders of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any wayILG Stockholder Approval. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP ILG and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by each of the other parties theretohereto, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPILG, enforceable against APP ILG in accordance with their respective its terms, except that (A) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or and other similar Laws, now or hereafter in effect, Applicable Laws affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”)equity. (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement by each of ILG, Holdco and the Transaction Documents to which APP is a party do Ignite Merger Sub does not, and the consummation of the transactions contemplated hereby and thereby compliance by each of ILG, Holdco and compliance Ignite Merger Sub with the provisions of this Agreement and such Transaction Documents shall will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (but excluding licenses of Intellectual Property) (collectively, “Liens”) upon any of the properties or assets of APP ILG or any of its Subsidiariessubsidiaries, under (iA) (x) the Organizational Documents ILG Charter or the ILG Bylaws or (y) the comparable organizational documents of APP any of ILG’s subsidiaries (including Holdco and Ignite Merger Sub, both before and after giving effect to the ILG Merger and the ILG LLC Conversion), (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other contract, agreement, instrument, permit, concession, franchise, license or similar authorization to which ILG or any of its Subsidiariessubsidiaries (including Holdco and Ignite Merger Sub, both before and after giving effect to the ILG Merger and the ILG LLC Conversion) is a party or by which ILG, any of its subsidiaries (iiincluding Holdco and Ignite Merger Sub, both before and after giving effect to the ILG Merger and the ILG LLC Conversion) any APP Material Contract or APP Permit their respective properties or assets are bound, or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(cclause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto ILG or any of its subsidiaries (including Holdco and Ignite Merger Sub, both before and after giving effect to the ILG Merger and the ILG LLC Conversion) or their respective properties or assets, other than, in the case of clauses (A)(y), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ILG or, after giving effect to the ILG Merger and the ILG LLC Conversion, Holdco. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator or any non-governmental self-regulatory agency, commission or authority or any arbitral body (a “Governmental Entity”) is required by or with respect to APP ILG or any of its Subsidiaries subsidiaries (including Holdco and Ignite Merger Sub, both before and after giving effect to the ILG Merger and the ILG LLC Conversion) in connection with the execution and delivery of this Agreement by ILG, Holdco or any of the Transaction Documents to which APP is a party by APP or Ignite Merger Sub, the consummation by APP ILG, Holdco and Ignite Merger Sub of the transactions contemplated hereby or therebythe compliance by ILG, Holdco and Ignite Merger Sub with the provisions of this Agreement, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable federal, state or foreign laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the “Antitrust Laws”)”; (B) the filing with the SEC of (x) a proxy statement relating to the ILG Stockholders Meeting (such proxy statement, together with the proxy statement relating to the MVW Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form S-4 to be filed with the SEC by MVW in connection with the issuance of shares of MVW Common Stock in the Initial Holdco Merger, of which the Joint Proxy Statement will form a part (the “Form S-4”), and (z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the APP Initial ILG Certificate of Merger, the ILG Certificate of Conversion, the Holdco Certificate of Merger and the Final Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which ILG and MVW or their respective subsidiaries are qualified to do business; (D) any filings required under the rules and regulations of the NASDAQ Global Select Market; and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ILG or, after giving effect to the ILG Merger and the ILG LLC Conversion, Holdco.

Corporate Authority; Non-contravention. (a) APP Each of Parent and Merger Sub has all the requisite corporate power and authority to enter into this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP and the consummation by APP of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the board of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, no other corporate action proceedings on the part of APPParent or Merger Sub are necessary to authorize the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except where such enforceability may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors and by general principles of equity regardless of whether enforcement is considered in a proceeding in equity or Law. (b) The Board execution, delivery and performance by Parent and Merger Sub of Directors this Agreement and the consummation of APP (at a meeting duly called the Merger by Parent and held) hasMerger Sub do not and will not require any consent, by the unanimous vote of all directors of APPapproval, authorization or permit of, action by, filing with or notification to any Governmental Body other than: (i) determined that entering this Agreement and consummating the transactions contemplated hereby, including filing of the APP Certificate of Merger, are advisable and fair to, and in the best interests of, APP and its stockholders; (ii) authorized compliance with the applicable requirements of any antitrust, competition or similar Laws of any foreign jurisdiction; and approved (iii) the other consents and/or notices set forth on Part 4.2(b) of the Parent Disclosure Schedule (collectively, clauses (i) through (iii), the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Assuming compliance with the matters referenced in Section 4.2(b), and receipt of the Parent Approvals, the execution, delivery and performance by each of Parent and Merger Sub of this Agreement Agreement, the consummation by APP Parent and approved Merger Sub of the APP MergerMerger and the other transactions contemplated hereby do not and will not: (i) contravene or conflict with the organizational documents of Parent or Merger Sub; and (ii) contravene or conflict with in any material respect or constitute a material violation of any provision of any Law binding upon or applicable to Parent or Merger Sub or any of their respective properties or assets; or (iii) recommended the adoption and approval of this Agreement by the holders of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have been duly executed and delivered by APP and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties thereto, this Agreement and such Transaction Documents constitute the legal, valid and binding obligation of APP, enforceable against APP in accordance with their respective terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (b) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the execution and delivery of this Agreement and the Transaction Documents to which APP is a party do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, under any material contract binding upon Parent or Merger Sub or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever Encumbrance (collectively, “Liens”other than Permitted Encumbrances) upon any of the properties or assets of APP Parent or any Merger Sub, other than, in the case of its Subsidiaries, under (i) the Organizational Documents of APP or any of its Subsidiaries, clauses (ii) any APP Material Contract or APP Permit or (iii) subject to the governmental filings and other matters referred to in Section 4.2(c) below), any applicable Law. (c) Except as set forth in Section 4.2(c) of the APP Disclosure Lettersuch violation, no consentconflict, approvaldefault, order termination, cancellation, acceleration, right, loss or authorization ofEncumbrance that would not, action by individually or in respect ofthe aggregate, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator or any non-governmental self-regulatory agency, commission or authority (reasonably be expected to have a “Governmental Entity”) is required by or with respect to APP or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP or the consummation by APP of the transactions contemplated hereby or thereby, except for the filing of the APP Certificate of Merger with the Secretary of State of the State of DelawareParent Material Adverse Effect.

Corporate Authority; Non-contravention. (ai) APP Amedisys has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents Amedisys Stockholder Approval, to which it is a party perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by Amedisys, the Transaction Documents to which it is a party performance by APP Amedisys of its obligations hereunder and the consummation by APP Amedisys of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPAmedisys, subject, in the case of the Merger, to the Amedisys Stockholder Approval. The Board of Directors of APP Amedisys (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: Amedisys, (iA) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (B) determined that entering this Agreement and consummating the transactions contemplated herebyby this Agreement, including the APP Merger, are advisable and fair to, and in the best interests of, APP Amedisys and its stockholders; the stockholders of Amedisys, (iiC) authorized and approved resolved to recommend the execution, delivery and performance adoption of this Agreement by APP to the stockholders of Amedisys, on the terms and subject to the conditions set forth in this Agreement, (D) directed that this Agreement be submitted to the stockholders of Amedisys for adoption at the Amedisys Stockholders Meeting and (E) approved the APP Merger; termination of the OPCH Agreement and, except to the extent expressly permitted pursuant to Section 5.2(b) and (iii) recommended the adoption and approval of this Agreement by the holders of APP StockSection 5.2(d), and such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Amedisys and, assuming the due authorization, execution and delivery of this Agreement by Parent and such Transaction Documents by the other parties theretoMerger Sub, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPAmedisys, enforceable against APP Amedisys in accordance with their respective its terms, except that (A1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (bii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of APP Amedisys or any of its Subsidiariessubsidiaries under, under (iA) the Organizational Documents Certificate of APP Incorporation of Amedisys or the Bylaws of Amedisys or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Amedisys or any of its Subsidiariessubsidiaries is a party or by which Amedisys, (ii) any APP Material Contract of its subsidiaries or APP Permit their respective properties or assets may be bound or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c) below4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable Lawto Amedisys or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (solely with respect to the certificate of incorporation and bylaws or comparable organizational documents of Amedisys’s subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Amedisys or (2) prevent, materially impair or materially delay the ability of Amedisys to consummate any of the transactions contemplated hereby. (ciii) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, national, state, localprovincial, foreign local or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any accrediting body or non-governmental self-regulatory agency, commission or authority authority, in each case, whether domestic or foreign (each, a “Governmental Entity”) is required by or with respect to APP Amedisys or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any by Amedisys, the performance by Amedisys of the Transaction Documents to which APP is a party by APP its obligations hereunder or the consummation by APP Amedisys of the transactions contemplated hereby or therebyhereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and with any other competition, antitrust, merger control or investment laws or laws that provide for review of national security matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing or submission with the SEC of a proxy statement relating to the Amedisys Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”) and such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the APP Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Amedisys or its subsidiaries are qualified to do business, (D) the approvals, orders or authorizations set forth in Section 4.1(b)(iii) of the Amedisys Disclosure Letter and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Amedisys or (2) prevent, materially impair or materially delay the ability of Amedisys to consummate any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (a) APP The Company Board, at a meeting duly called and held, has all approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company and Merger Sub has the requisite corporate power and authority to enter into this Agreement and each of the Transaction Documents Ancillary Agreements to which it is, or is a contemplated to be, party and and, subject to the Company Shareholder Approval, to consummate the transactions contemplated hereby Transactions. Subject to the Company Shareholder Approval, each of Intermediate Holdco and therebyECRC has the requisite corporate power and authority to consummate the Transactions. The execution and delivery of this Agreement and the Transaction Documents to which it is a party applicable Ancillary Agreements by APP the Company and Merger Sub, as applicable, and the consummation by APP the Company and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of APPthe Company and Merger Sub, as applicable, subject, in the case of the Company, to the Company Shareholder Approval. The Board consummation by Intermediate Holdco and ECRC of Directors the Transactions have been duly authorized by all necessary corporate action on the part of APP (at a meeting duly called Intermediate Holdco and held) hasECRC, by the unanimous vote of all directors of APP: (i) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP Merger, are advisable and fair toas applicable, and in no other corporate proceedings on the best interests of, APP part of Intermediate Holdco and its stockholders; (ii) authorized and approved ECRC are necessary to consummate the execution, delivery and performance of this Agreement by APP and approved the APP Merger; and (iii) recommended the adoption and approval of this Agreement by the holders of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any wayTransactions. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP each of Company and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoGX, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPeach of the Company and Merger Sub, enforceable against APP each of Company and Merger Sub in accordance with their respective its terms, except that (A) such enforcement may be subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (Bii) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (b) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement and the Transaction Documents to which APP is a party do does not, and the consummation of the transactions contemplated hereby Transactions do not and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall will not, (i) contravene, conflict with or result in any violation or breach of the respective certificates of incorporation, bylaws or comparable governing documents of the Company or the Company Subsidiaries, (ii) subject to the governmental filings and other matters referred to in Section 3.2(c), contravene, conflict with or result in any violation or breach of provision of applicable Law, or (iii) conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, adverse claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) ), other than a Permitted Lien, upon any of the properties (including the Elk Creek Project and Company Mining Rights) or assets of APP each of the Company and the Company Subsidiaries under, any Company Permit or any contract to which the Company or any of its Subsidiaries, under (i) the Organizational Documents of APP Company Subsidiaries is a party or by which the Company or any of its Subsidiariesthe Company Subsidiaries or their respective properties or assets may be bound, other than, in the case of clauses (ii) and (iii), any APP such contraventions, conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, has not had and would not reasonably be expected (A) to have a Company Material Contract or APP Permit Adverse Effect or (iiiB) subject to prevent or materially delay the governmental filings and other matters referred to in Section 4.2(c) below, consummation of any applicable Lawof the Transactions. (c) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, provincial, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority, any arbitrator authority or any non-governmental self-regulatory agency, commission or authority or any stock exchange (each, a “Governmental Entity”) is required by or with respect to APP the Company or any of its the Company Subsidiaries in connection with the execution and delivery of this Agreement or any of by the Transaction Documents to which APP is a party by APP Company and Merger Sub or the consummation by APP the Company, Merger Sub, Intermediate Holdco and ECRC of the transactions contemplated hereby or therebyTransactions, except for (i) compliance with any applicable requirements of any Competition Laws, (ii) the filing or submission with the SEC and the Canadian Securities Administrators of a management information and proxy circular relating to the Company Shareholder Meeting (such proxy circular, together with the proxy statement relating to the GX Shareholder Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (iii) compliance with the applicable requirements of the TSX and NASDAQ, including the required approval of the TSX for the issuance and listing of the (x) Company Post-Closing Common Shares issuable pursuant to the Exchange, (y) Company Common Shares issuable upon the exchange of the Second Merger Class B Shares pursuant to the Exchange Agreement, and (z) Company Common Shares issuable upon the exercise of Former GX Company Warrants, (iv) compliance with the applicable requirements, if any, of the Exchange Act, the Securities Act, state securities laws or “blue sky” laws, state takeover laws, and the Canadian Securities Laws and the BCBCA, (v) the filing of the APP Certificate of Merger Filings with the Secretary of State of the State of DelawareDelaware and, with respect to the Second Merger only, the Secretary of State of the State of Nebraska, and appropriate documents with the relevant authorities of other states in which the Company or the Company Subsidiaries are qualified to do business, and (vi) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Company Material Adverse Effect or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (ai) APP Parent has all the requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Parent Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP Parent and the consummation by APP Parent of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APP. The Board Parent, subject, in the case of Directors the issuance of APP (at a meeting duly called and held) has, by shares of Parent Common Stock in the unanimous vote of all directors of APP: (i) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP First Merger, are advisable and fair to, and in to the best interests of, APP and its stockholders; (ii) authorized and approved the execution, delivery and performance of this Agreement by APP and approved the APP Merger; and (iii) recommended the adoption and approval of this Agreement by the holders of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any wayParent Stockholder Approval. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Parent and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by each of the other parties theretohereto, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPParent, enforceable against APP Parent in accordance with their respective its terms, except that subject to the Enforceability Exception. (ii) The Parent Board, at a meeting duly called and held prior to the execution of this Agreement, has duly adopted resolutions (A) such enforcement may be subject to applicable bankruptcyapproving this Agreement, insolvencythe Mergers and the other transactions contemplated hereby, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to determining that the discretion terms of the court before which any proceeding therefor may be brought Mergers and the other transactions contemplated hereby are fair to and in the best interests of Parent and its stockholders, (collectivelyC) recommending that Parent’s stockholders vote affirmatively to approve the issuance of Parent Common Stock in the First Merger, and (D) declaring this Agreement advisable in accordance with Section 251(a) of the DGCL (the resolutions and determinations referred to in clauses (B), (C) and (D) of this sentence being hereafter referred to as the “Enforceability ExceptionsParent Board Recommendation”), which resolutions have not, as of the date hereof, been withdrawn or modified. (biii) Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the The execution and delivery of this Agreement by each of Parent, Merger Sub and the Transaction Documents to which APP is a party do Successor Sub does not, and the consummation of the transactions contemplated hereby and thereby compliance by each of Parent, Merger Sub and compliance Successor Sub with the provisions of this Agreement and such Transaction Documents shall will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of APP Parent or any of its Subsidiaries, under (iA) (1) the Organizational Documents Parent Charter or the Parent Bylaws or (2) the comparable organizational documents of APP any of Parent’s Subsidiaries, (B) except as set forth on Section 3.2(b)(iii) of the Parent Disclosure Letter, any Contract, permit, concession, franchise, license or similar authorization to which Parent or any of its SubsidiariesSubsidiaries is a party or by which Parent, (ii) any APP Material Contract of its Subsidiaries or APP Permit their respective properties or assets are bound, or (iiiC) subject to the governmental filings and other matters referred to in Section 4.2(c3.2(b)(iv) below, any Law or Order applicable Lawto Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (A)(1), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (civ) Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any arbitrator or any non-governmental self-regulatory agency, commission or authority (a “Governmental Entity”) Entity is required by or with respect to APP Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by APP or Parent, Merger Sub and Successor Sub, the consummation by APP Parent, Merger Sub and Successor Sub of the transactions contemplated hereby or therebythe compliance by Parent, Merger Sub and Successor Sub with the provisions of this Agreement, except for (A) compliance with any applicable requirements of the Antitrust Laws, (B) the filing with the SEC of (1) the Joint Proxy Statement, (2) the Form S-4, and (3) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the APP First Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other jurisdictions in which the Company and Parent or their respective Subsidiaries are qualified to do business, (D) any filings required under the rules and regulations of the NYSE and such approvals of NYSE as may be required to permit the shares of Parent Common Stock that are to be issued in the First Merger to be listed on NYSE, and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.