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

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has been or shall be, duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approval. This Agreement has been, and the Parent Transaction Documents shall be, duly and validly executed and delivered by each of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, in accordance with their terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the have all requisite corporate or similar power and authority to enter into this Agreement and and, subject (in the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by case of the issuance of shares of Parent Stock in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject Merger) to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and therebyTransactions, including the Merger. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Transactions have been or shall be, duly and validly authorized by all necessary corporate action on the part Parent Board of Parent and Merger Sub, Directors and, except for the Parent Shareholder Approval and (i) the filing of the Certificate of Merger with the Secretary DSOS, and (ii) in the case of State the issuance of Delawareshares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders any Parent Subsidiary are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and Transactions. On or prior to the transactions contemplated hereby and thereby. The date hereof, the Parent Board of Directors has unanimously (ix) unanimously determined resolved that this Agreement and the Merger Transactions, including the Merger, are fair to and in the best interests of Parent and its shareholdersthe shareholders of Parent, (iiy) approved the execution, delivery and performance of declared advisable this Agreement (and the Transactions, including the Merger Merger, on the terms and subject to the Share Issuance) conditions set forth herein and (iiiz) resolved adopted a resolution to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to that the shareholders of Parent for approvalvote in favor of the approval of the issuance of shares of Parent Stock in connection with the Merger, in each case, subject to Section 5.4 (the “Parent Board Recommendation”), and to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus. Parent, as sole stockholder of Merger Sub, has duly executed and delivered to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Remedies Exceptionsdiscretion of the court before which any proceeding therefor may be brought. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDGCL, (ii) the Exchange Securities Act, and the rules promulgated thereunder, (iii) the Securities Exchange Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Lawsthe HSR Act, (v) the rules and regulations any applicable requirements of NASDAQother Antitrust Laws, and (vi) compliance with and obtaining such Gaming Approvals as may be required under any applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy requirements of the representations NYSE and warranties (vii) the consents set forth on Section 4.3(b) of the Company in Section 3.3(b)Parent Disclosure Letter, no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or and Merger Sub of the transactions contemplated by this AgreementTransactions, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) and, except as described in Section 4.3(b), the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions hereof will not (i) result in any loss, violation or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellationmodification, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any Contract, loan, guarantee of indebtedness Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, franchise or right or license binding upon Parent or any of its Parent’s Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, Lien upon any of the properties properties, rights or assets of Parent or any of its Parent’s Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a other than Parent Material Adverse EffectPermitted Liens, (ii) subject to obtaining the Parent Shareholder Approval, conflict with or result in any violation of any provision of the certificate Parent Governing Documents or the organizational documents of incorporation any Parent Subsidiary or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries Merger Sub or (iii) conflict with or violate any Laws applicable Lawsto Parent or any of Parent’s Subsidiaries or any of their respective properties or assets, except for conflict other than in the case of clauses (i), (ii) (with respect to Parent Subsidiaries that are not Significant Subsidiaries or violation as has not had Merger Sub) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub The Company has the requisite corporate or similar power and authority to enter into this Agreement and Agreement, the Voting Agreement, the OpCo Spin-Off Agreements, as may be applicable, Agreements and each other document to be entered into by Parent the Company in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Company Transaction Documents”)) and, subject to the receipt of approval of the Share Issuance this Agreement by the affirmative vote holders of at least a majority of votes cast by holders the outstanding shares of Parent Company Common Stock (the “Parent Shareholder Company Stockholder Approval”) present at a meeting and the occurrence of Parent’s shareholders the shareholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such vote (the “Parent Shareholders’ MeetingCompany Stockholder Advisory Vote”), to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery by Parent and Merger Sub the Company of this Agreement and the Voting Agreement and the consummation of the transactions contemplated hereby has been, and the execution, execution and delivery and performance by Parent and Merger Sub of the other Parent Company Transaction Documents and the consummation of the transactions contemplated thereby has been or shall be, duly and validly authorized by all necessary corporate action on the part Company Board of Parent and Merger Sub, Directors and, except for the Parent Shareholder Approval Company Stockholder Approval, the occurrence of the Company Stockholder Advisory Vote and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub the Company or vote of Parentthe Company’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and therebyhereby. The Parent Company Board of Directors has unanimously (i) unanimously resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the Merger are advisable and in the best interests of Parent and its shareholdersthe Company’s stockholders, (iiiii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) Merger, and (iiiiv) resolved that the adoption of this Agreement be submitted to recommend the approval by its shareholders a vote at a meeting of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalCompany’s stockholders. This Agreement has and the Voting Agreement have been, and the Parent other Company Transaction Documents shall be, duly and validly executed and delivered by the Company and, assuming each of Parent and Merger Subthis Agreement, and assuming this the Voting Agreement and Parent the Company Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutesand the Voting Agreement constitute, and the Parent Company Transaction Documents shall will constitute, the legal, valid and binding agreement agreements of Parent or Merger Sub, as the case may be, Company and are enforceable against each of them, the Company in accordance with their terms, except as such enforcement may be subject to the limitation of such enforcement by (1) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (2) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”). (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the U.S. Securities ActAct of 1933, as amended, and the rules promulgated thereunderthereunder (the “Securities Act”), (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQthe New York Stock Exchange (the “NYSE”), and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws Laws, and (vii) such consents, filings and notifications, including Gaming Approvals, as may be required to effect the Distribution (collectively, the “Parent Company Approvals”), and, subject to the accuracy of the representations and warranties of the Company Parent and Merger Sub in Section 3.3(b4.2(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any United States, state of the United States or local, foreign or multi-national governmental or regulatory agency, commission, court or authority (each, a “Governmental Entity Entity”) is necessary, under applicable Law, for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub the Company of this Agreement and the other Parent Company Transaction Documents do does not, and (assuming the Parent Company Approvals are obtained, the Company Notes are Discharged prior to the Effective Time and the Company Credit Agreement is terminated and repaid in full prior to the Effective Time) the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent the Company or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent the Company or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (excluding, in each case, transfer restrictions of general applicability pursuant to any securities Laws) (each, a “Lien”) other than Permitted Liens, in each case, upon any of the properties or assets of Parent the Company or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent the Company or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for such conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub FREYR Delaware has the all requisite corporate or similar power and authority to enter into this Agreement and, subject (in the case of the Merger and Redomiciliation) to receipt of the FREYR Delaware Stockholder Approval and the OpCo Spinsatisfaction or waiver of the conditions set forth in this Agreement and the Common Draft Terms of Cross-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject Border Merger to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”)Merger, to consummate the transactions contemplated hereby and therebyTransactions, including the MergerMerger and the Redomiciliation. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation Common Draft Terms of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Cross-Border Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Transactions have been or shall be, duly and validly authorized by all necessary corporate action on the part FREYR Delaware Board of Parent and Directors (in the case of the Merger Sub, and, except for (i) the Parent Shareholder receipt of the FREYR Delaware Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of DelawareDSOS, as further set forth above) no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders FREYR Delaware are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the FREYR Delaware Board of Directors has unanimously (A) determined that the terms of the Redomiciliation and Merger are fair to, and in the best interests of, FREYR Delaware and its stockholder, (B) determined that it is in the best interests of FREYR Delaware and its stockholder to enter into, and declared advisable, this Agreement and (C) approved the execution and delivery by Parent and Merger Sub FREYR Delaware of this Agreement Agreement, the performance by FREYR Delaware of its covenants and agreements contained herein and the consummation of the Merger upon the terms, and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance subject to the shareholders of Parent for approvalconditions, contained herein. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger SubFREYR Delaware and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of FREYR Luxembourg, constitutes the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may beFREYR Delaware, enforceable against each of them, FREYR Delaware in accordance with their its terms, except as such enforcement may be subject to the Remedies limited by Bankruptcy and Equity Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDGCL, (ii) the Exchange Securities Act, and the rules promulgated thereunder, (iii) the Securities Exchange Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover the Luxembourg Law and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under any applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy requirements of the representations and warranties of the Company in Section 3.3(b)NYSE, no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub FREYR Delaware of the transactions contemplated by this AgreementTransactions, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent FREYR Delaware Material Adverse Effect. (c) The execution Effect and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to haveprevent, individually materially impede or in materially delay the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation ability of any provision of FREYR Delaware to consummate the certificate of incorporation or bylaws or Merger and the other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effecttransactions contemplated by this Agreement.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the have all requisite corporate or similar power and authority to enter into this Agreement to perform its obligations hereunder and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and therebyTransactions, including the Merger. The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Transactions have been or shall be, duly and validly authorized by all necessary corporate action on the part Parent Board of Parent and Merger Sub, Directors and, except for the Parent Shareholder Approval and the filing of the Certificate Articles of Merger with the Secretary Registrar or Deputy Registrar of State Corporations of Delawarethe Republic of the Xxxxxxxx Islands, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders any Parent Subsidiary are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and Transactions. Prior to the transactions contemplated hereby and thereby. The execution of this Agreement, the Parent Board of Directors has (i) unanimously determined that adopted resolutions approving this Agreement and the Merger are in Transactions, including the best interests of Parent Merger, and its shareholders, (ii) approved authorizing the execution, delivery and performance of this Agreement. Parent, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement (and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger Merger, and authorized the Share Issuance) execution, delivery and (iii) resolved to recommend the approval by its shareholders performance of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalthis Agreement. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Partnership, constitutes the valid and binding agreement of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies Enforceability Exceptions. (b) Other than in connection with or in compliance with (i) the filing provisions of the Certificate of Merger with the Secretary of State of the State of DelawareLP Act, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunderRequired Approvals, (iv) any applicable state securitiesrequirements of the NYSE, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy filing of the representations and warranties Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Company in Section 3.3(b), Republic of the Xxxxxxxx Islands no authorization, consent, order, license, permit consent or approval of, or registration, declaration, filing or notice or filing with, any Governmental Entity is necessary, under applicable Law, for the execution and delivery by the Parent of this Agreement or the consummation by Parent or and Merger Sub of the transactions contemplated by this AgreementTransactions, except for (A) such authorizations, consents, ordersapprovals, licenses, permits, approvals filings or filings that are not required to be obtained or made prior to consummation of such transactions or notices that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have has not had or and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and (B) as may arise as a result of any unique status, facts or circumstances relating to Partnership or its Affiliates or Laws or Contracts binding on the Partnership or its Affiliates. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) and, except as described in Section 4.2(b), the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions hereof will not (i) result in any loss, violation or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellationmodification, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any Contract, loan, guarantee of indebtedness Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, franchise or right or license binding upon Parent or any of its Parent’s Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, Lien upon any of the properties properties, rights or assets of Parent or any of its Parent’s Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectother than Permitted Liens, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, Organizational Documents of Parent or any of its Subsidiaries Merger Sub or (iii) conflict with or violate any Laws applicable Lawsto Parent or any of Parent’s Subsidiaries or any of their respective properties or assets, except for conflict other than in the case of clauses (i) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or violation as Lien that has not had or and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of the Parent and Merger Sub has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”)to perform its obligations hereunder and, subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Stockholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the MergerTransactions. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Transactions have been or shall be, duly and validly authorized by all necessary corporate action on the part Boards of Directors of the Parent and Merger Sub, by Parent, as the sole stockholder of Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of DelawareStockholder Approval, no other corporate proceedings on the part of either the Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and or the consummation of the Merger and the transactions contemplated hereby and therebyTransactions. The Parent Board of Directors of Parent at a meeting duly called and held at which all directors of Parent were present has (i) unanimously determined that this Agreement and the Merger are is fair to, and in the best interests of of, Parent and its shareholdersstockholders, (ii) approved the execution, delivery and performance of this Agreement and the Transactions, (iii) unanimously resolved, subject to Section 5.3, to recommend that the Parent’s stockholders approve the Transactions, including the Merger and (the Share Issuance“Parent Recommendation”) and (iiiiv) resolved to recommend the approval by its shareholders directed that such matter be submitted for consideration of the Share Issuance and to submit the Share Issuance to the shareholders stockholders of Parent for approvalat the Parent Stockholders’ Meeting, and such resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger SubSub and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty theretoCompany, this Agreement constitutes, and the Parent Transaction Documents shall constitute, constitutes the legal, valid and binding agreement of each of Parent or and Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Remedies Exceptionsdiscretion of the court before which any proceeding therefor may be brought. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareNevada Revised Statutes, and (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals consents as may be required under applicable Gaming state securities or “blue sky” Laws and the rules and regulations of the NYSE Amex (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, or action by any Governmental Entity is necessary, necessary or required to be obtained or made under applicable LawLaw in connection with the execution and delivery of this Agreement by each of Parent and Merger Sub, for the consummation performance by the Parent or and Merger Sub of their respective obligations hereunder or the transactions contemplated consummation of the Transactions by this AgreementParent and Merger Sub, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (assuming and, provided the Parent Approvals are obtained) , the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions hereof will not (i) result in any lossexcept as set forth on Section 4.3(c) on the Parent Disclosure Schedule, or suspensionconflict with, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any material loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries Merger Sub or by which or to which any of their respective properties, rights or assets are bound or subject, Subsidiaries or result in the creation of any Liens Lien, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due or delinquent or being contested in good faith and for which adequate accruals or reserves have been established in accordance with GAAP as shown on Parent’s most recent audited consolidated balance sheet, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (D) which does not and would not reasonably be expected to materially impair the continued use and operation of the assets to which they relate as operated as of the date hereof or any property at which the material operations of Parent or any of its Subsidiaries are conducted as of the date hereof (each of the foregoing (A) through (D), a “Parent Permitted Liens, in each caseLien”), upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws Parent Organizational Documents or other equivalent organizational document, in each case as amended or restated, document of any Subsidiaries of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or violation as has not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Boards of Directors of Parent and Merger Sub, and, except with respect to the Merger for the Parent Shareholder Approval and adoption thereof by Parent, as the filing of the Certificate sole stockholder of Merger with Sub, which shall be obtained promptly after the Secretary execution of State of Delawarethis Agreement, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalhereby. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each Parent and Merger Sub and, assuming this Agreement has been duly executed and delivered by the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies ExceptionsBankruptcy and Equity Exception. (b) Other than in connection with or in compliance with (i) the filing provisions of the Certificate of Merger with the Secretary of State of the State of Delaware, DGCL and (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws Act (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, necessary for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or filings, that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) and, except as described in Section 3.2(b), the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof of this Agreement will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens Lien (other than Permitted Liens, in each case, ) upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restatedamended, of Parent or any of its Subsidiaries Merger Sub or (iii) conflict with or violate any applicable Laws, except for conflict other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or violation as has not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub The Company has the requisite corporate or similar power and authority to enter into and deliver this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”)and, subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Company Stockholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has been or shall be, duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors at a duly held meeting unanimously has (i) unanimously determined that this Agreement and the Merger are it is in the best interests of Parent the Company and its shareholdersstockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement (and the consummation of the transactions contemplated hereby, including the Merger and the Share Issuance) Voting Agreement and (iii) resolved to recommend that the approval by its shareholders stockholders of the Share Issuance and to submit Company approve the Share Issuance to the shareholders adoption of Parent for approval. This Agreement has been, and the Parent Transaction Documents shall be, duly and validly executed and delivered by each of Parent and Merger Sub, and assuming this Agreement (the “Recommendation”). Except for the Company Stockholder Approval and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, in accordance with their terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) no other corporate proceedings on the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties part of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for are necessary to authorize the execution and delivery of this Agreement and the consummation by Parent or Merger Sub of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this AgreementAgreement constitutes the valid and binding agreement of Parent and Merger Sub, except for such authorizationsconstitutes the valid and binding agreement of the Company, consentsenforceable against the Company in accordance with its terms. (b) The execution, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation delivery and performance by the Company of such transactions or that, if not obtained or made, would not materially impede or delay this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby do not and have will not had require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any foreign antitrust filings as the Company and Parent determine are required to be filed (“Foreign Antitrust Filings”), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement with the SEC, (iv) compliance with the rules and regulations of the NYSE, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.3(b) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Specified Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not reasonably be expected to haveto, individually or in the aggregate, have a Parent Company Material Adverse EffectEffect or prevent or materially impair or delay the ability of the Company to consummate the Merger. (c) The execution Assuming compliance with the matters referenced in Section 3.3(b), receipt of the Specified Approvals and the receipt of the Company Stockholder Approval, the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the other Parent Transaction Documents do not, and (assuming consummation by the Parent Approvals are obtained) the consummation Company of the Merger and the other transactions contemplated hereby do not and thereby and compliance with the provisions hereof will not (i) result in any losscontravene or conflict with, or suspensionviolate or breach any provision of, limitation the organizational or impairment governing documents of the Company or any right of Parent its Subsidiaries, (ii) contravene or conflict with, or violate or breach any provision of, any Law binding upon or applicable to the Company or any of its Subsidiaries to own or use any assets required for the conduct of their business respective properties or assets or (iii) result in any violation of, or default (with or without notice or notice, lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent the Company or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens Lien (other than Permitted Liens, in each case, ) upon any of the properties or assets of Parent the Company or any of its Subsidiaries, except for other than, in the case of clauses (ii) and (iii), any such lossesviolation, impairmentsconflict, suspensionsdefault, limitations, conflicts, violations, defaults, terminationstermination, cancellation, accelerationsacceleration, right, loss or Liens which have not had or Lien that would not reasonably be expected to haveto, individually or in the aggregate, have a Parent Company Material Adverse Effect, (ii) conflict with Effect or result in any violation of any provision prevent or materially impair or delay the ability of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected Company to have, individually or in consummate the aggregate, a Parent Material Adverse EffectMerger.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”)and, subject to the receipt adoption of approval this Agreement by Parent as the sole stockholder of the Share Issuance by the affirmative vote Merger Sub, which adoption Parent will provide immediately following execution and delivery of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”)this Agreement, to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Boards of Directors of Parent and Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delawarethe State of Delaware and the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalhereby. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing provisions of the Certificate of Merger with the Secretary of State of the State of DelawareDGCL, and (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws Act (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, necessary for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or filings, that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) conflict with or result in any loss, or suspension, limitation or impairment violation of any right provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or Subsidiaries, (ii) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, Lien upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or violation as has not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and therebyhereby, including the MergerMerger and the Financing. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has beenhereby, and including the executionFinancing, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Boards of Directors of Parent and Merger Sub, Sub and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholdershereby, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalFinancing. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreements of the Company, this Agreement constitutes the valid and binding agreements of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing provisions of the Certificate of Merger with the Secretary of State of the State of DelawareDGCL, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities HSR Act, and the rules promulgated thereunder, (iv) any applicable state securities, takeover and “blue sky” Lawsrequirements of the EC Merger Regulation, (v) the rules and regulations any applicable requirements of NASDAQLaws in other foreign jurisdictions governing antitrust or merger control matters, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws the approvals set forth on Section 4.2 of the Parent Disclosure Schedule (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, necessary for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, including the Financing, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or filings, that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby hereby, including the Financing, and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, Lien upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws by-laws or other equivalent organizational document, in each case as amended or restatedamended, of Parent or any of its Subsidiaries Merger Sub or (iii) conflict with or violate any Laws applicable Lawsto Parent, except for conflict any of its Subsidiaries or violation as any of their respective properties or assets, other than, in the case of clauses (i) and (iii), any such violation, conflict, default, right, loss or Lien that has not had or had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent Triarc and Merger Sub has the requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”)and, subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Triarc Stockholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on (a) the part boards of Parent directors of Triarc and Merger Sub, and, and except for (i) the Parent Shareholder Approval Triarc Stockholder Approval, and the adoption (which Triarc shall cause to occur immediately following the execution and delivery of this Agreement) of this Agreement by Triarc, in its capacity as the sole stockholder of Merger Sub, (ii) the filing of the Certificate of Merger Triarc Charter Amendment with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders designation of the Share Issuance and to submit the Share Issuance to the shareholders Newly Authorized Stock as Class A Common Stock by Triarc’s board of Parent for approval. This Agreement has beendirectors, and the Parent Transaction Documents shall be, duly and validly executed and delivered by each of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, in accordance with their terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (iiv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) Ohio in respect of the Exchange Act, Merger and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) any consents, authorizations, approvals, filings or exceptions in connections with compliance with the rules of the New York Stock Exchange with respect to the Class A Common Stock to be issued in the Merger, no other corporate proceedings on the part of Triarc and regulations Merger Sub are necessary to authorize the consummation of NASDAQthe transactions contemplated hereby. The Triarc Board of Directors, at a meeting duly called and held, has duly adopted resolutions (1) approving this Agreement and the other transactions contemplated by this Agreement, (2) declaring that (x) it is in the best interests of the stockholders of Triarc and advisable that Triarc enter into this Agreement and consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein and (viy) compliance with the Triarc Charter Amendment is advisable, (3) directing that the Triarc Stockholder Approval Matters be submitted to a vote at a meeting of the stockholders of Triarc and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively4) recommending that the stockholders of Triarc approve the Triarc Stockholder Approval Matters (the item set forth in clause (4) of this sentence, the “Parent ApprovalsTriarc Recommendation”), . This Agreement has been duly and validly executed and delivered by Triarc and Merger Sub and, subject assuming this Agreement constitutes the valid and binding agreement of Wendy’s, this Agreement constitutes the valid and binding agreement of Triarc and Merger Sub, enforceable against each of Triarc and Merger Sub in accordance with its terms. (b) Subject to the accuracy of the representations and warranties of the Company Wendy’s in Section 3.3(b), no authorization, consent, orderpermit, license, permit action or approval of, or registration, declaration, notice or filing with, or notification to, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent Triarc or Merger Sub or any of their respective Subsidiaries of the transactions contemplated by this Agreement, except for such authorizations, consents, orderspermits, licensesactions, approvals, notifications and filings required under (i) the OGCL and the DGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) the Competition Act and (vi) the items set forth on Section 4.2(b) of the Triarc Disclosure Schedule (collectively, the “Triarc Approvals”), and except for such authorizations, consents, permits, approvals actions, approvals, notifications or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Triarc Material Adverse Effect. (c) The execution and delivery by Parent Triarc and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof of this Agreement will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, cancellationamendment, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a benefit under under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Triarc Material Adverse EffectContract, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restatedamended, of Parent Triarc or any of its Subsidiaries Merger Sub or (iii) conflict with or violate any applicable Laws, except for conflict other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, amendment, cancellation, acceleration, right or violation as loss that has not had or since December 30, 2007 and would not reasonably be expected to have, individually or in the aggregate, a Parent Triarc Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the have all requisite corporate or similar power and authority to enter into this Agreement and and, subject, in the OpCo Spin-Off Agreementscase of the Merger, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt adoption of approval of the Share Issuance this Agreement by the affirmative vote sole stockholder of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”)Merger Sub, to consummate the transactions contemplated hereby and therebyTransactions, including the Merger. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Transactions have been or shall be, duly and validly authorized by all necessary corporate action on the part board of directors of Parent and Merger Sub, (the “Parent Board”) and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, the State of Delaware no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the consummation of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the sole stockholder of Merger Sub. Prior to the execution of this Agreement, the Parent Board unanimously authorized and delivery by Parent and Merger Sub of approved this Agreement and the consummation Transactions on the terms and subject to the conditions set forth herein. A wholly owned subsidiary of Parent, as sole stockholder of Merger Sub, has duly executed and delivered to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance execution of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalAgreement. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies ExceptionsBankruptcy and Equity Exception. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the Exchange Act, Securities Act and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) any applicable state securities, takeover and “blue sky” Laws, (viii) the rules and regulations of NASDAQExchange Act, (iv) the HSR Act, and (viv) compliance with and obtaining such Gaming Approvals as may be required under any applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy requirements of the representations and warranties of the Company in Section 3.3(b)NYSE, no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or and Merger Sub of the transactions contemplated by this AgreementTransactions, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) and, except as described in Section 4.3(b), the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions hereof of this Agreement will not not, (i) result in any loss, violation or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellationmodification, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a benefit under any Contract, loan, guarantee of indebtedness Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, franchise or right or license binding upon Parent or any of its Parent’s Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, Lien upon any of the properties properties, rights or assets of Parent or any of its Parent’s Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a other than Parent Material Adverse EffectPermitted Liens, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent Governing Documents or any of its Subsidiaries the organizational documents of any Parent Subsidiary or Merger Sub or (iii) conflict with or violate any Laws applicable Lawsto Parent or any of Parent’s Subsidiaries or any of their respective properties or assets, except for conflict as would not, in the case of clauses (i), (ii) (with respect to Parent Subsidiaries that are not Significant Subsidiaries or violation as has not had or would not Merger Sub) and (iii), reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approval. This Agreement has been, and the Parent Transaction Documents shall be, duly and validly executed and delivered by each of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, in accordance with their terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate or similar proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of 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, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and to general equitable principles. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Merger by Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the HSR Act, (iii) compliance with the applicable requirements of the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover filings with and “blue sky” Lawsapprovals from the Governmental Entities set forth on Section 4.2(b) of the Parent Disclosure Schedule, (v) the rules and regulations of NASDAQcompliance with any applicable foreign or state securities or blue sky Laws, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Schedule (clauses (i) through (vi), collectively, the “Parent Approvals”), andand other than any consent, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b)approval, no authorization, consentpermit, orderaction, license, permit filing or approval of, notification the failure of which to make or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, obtain would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, consummation by Merger Sub of the Merger and (assuming the Parent Approvals are obtained) the consummation by Parent and Merger Sub of the other transactions contemplated hereby do not and thereby and compliance with the provisions hereof will not (i) result in any loss, contravene or suspension, limitation conflict with the organizational or impairment of any right governing documents of Parent or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b), contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business respective properties or assets, or (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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens Lien (other than Permitted Liens, in each case, ) upon any of the properties or assets of Parent or any of its Subsidiaries, except for other than, in the case of clause (i) in the case of Subsidiaries and clauses (ii) and (iii), any such lossesviolation, impairmentsconflict, suspensionsdefault, limitations, conflicts, violations, defaults, terminationstermination, cancellation, accelerationsacceleration, right, loss or Liens which have not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent the Partnership and Merger Sub the General Partner has the all requisite limited partnership, limited liability company, corporate or similar power and authority to enter into this Agreement Agreements and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject respect to the receipt of approval of Partnership, assuming the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”)Partnership Unitholder Approval is obtained, to perform its obligations hereunder and to consummate the transactions contemplated hereby Transactions, including the Merger. No approval by the holders of Preferred Units is required for the Partnership to perform its obligations hereunder and therebyto consummate the Transactions, including the Merger. The execution execution, delivery and delivery performance by Parent each of the Partnership and Merger Sub the General Partner of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Transactions have been or shall be, duly and validly authorized by all necessary corporate action on the part General Partner Board of Parent and Merger Sub, Directors with “Special Approval” (within the meaning of the Existing Partnership Agreement) and, except for the Parent Shareholder Approval and the filing of the Certificate Articles of Merger with the Secretary Registrar or Deputy Registrar of State Corporations of Delawarethe Republic of the Xxxxxxxx Islands, and the consents required under the Organizational Documents of certain Partnership JVs as set forth in Schedule 3.20(a)(viii) of the Partnership Disclosure Letter, no other limited partnership, limited liability company, corporate or similar proceedings on the part of either Parent General Partner, the Partnership or Merger Sub any Partnership Subsidiary or vote of Parent’s securityholders Partnership JV are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and Transactions other than, with respect to the transactions contemplated hereby and therebyMerger, obtaining the Partnership Unitholder Approval. The Parent Prior to the execution of this Agreement, the General Partner Board of Directors has unanimously adopted resolutions (iA) unanimously determined based on the resolutions of the Conflicts Committee with “Special Approval” (within the meaning of the Existing Partnership Agreement), declaring that this Agreement and the Merger Transactions are fair and reasonable to the Partnership and in the best interests of Parent the Partnership and its shareholdersCommon Unitholders, (iiB) approved approving this Agreement and the Transactions, including the Merger, (C) authorizing the execution, delivery and performance of this Agreement, (D) directing that this Agreement be submitted for consideration at the Partnership Special Meeting, (including E) making the Merger and the Share Issuance) General Partner Board Recommendation, and (iiiF) resolved to recommend approving the approval by its shareholders inclusion of the Share Issuance and General Partner Board Recommendation in the Proxy Statement, in each case subject to submit Section 5.2, a copy of which has been made available to Parent. The Transactions will not adversely affect the Share Issuance to rights of the shareholders of Parent for approvallimited partners holding Preferred Units. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent the Partnership and Merger Subthe General Partner and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or and Merger Sub, as constitutes the case may bevalid and binding agreement of each of the Partnership and the General Partner, enforceable against each of them, the Partnership and the General Partner in accordance with their its terms, except as that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Remedies discretion of the court before which any proceeding therefor may be brought (such exceptions in clauses (1) and (2), the “Enforceability Exceptions”). (b) Other than in connection with or in compliance with (i) the filing provisions of the Certificate of Merger with the Secretary of State of the State of DelawareLP Act, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) consents, notices and other clearances under those Antitrust Laws and any foreign direct investment laws required or reasonably advisable under applicable Laws (“Required Approvals”), including as specified as of the Securities Act, and date hereof in Schedule 3.3(b) to the rules promulgated thereunderPartnership Disclosure Letter, (iv) any applicable state securitiesrequirements of the NYSE, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy filing of the representations and warranties Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Company in Section 3.3(b)Republic of the Xxxxxxxx Islands, no authorization, consent, order, license, permit consent or approval of, or registration, declaration, filing or notice or filing with, any Governmental Entity is necessary, under applicable Law, for the execution and delivery by the Partnership of this Agreement or the consummation by Parent or Merger Sub the Partnership of the transactions contemplated by this AgreementTransactions, except for (A) such authorizations, consents, ordersapprovals, licenses, permits, approvals filings or filings that are not required to be obtained or made prior to consummation of such transactions or notices that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have has not had or and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact and (B) as may arise as a result of any unique status, facts or circumstances relating to Parent Material Adverse Effector its Affiliates or Laws or Contracts binding on such Parent or its Affiliates. (c) The execution and delivery by Parent and Merger Sub the Partnership of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) and, except as described in Section 3.3(b), the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions hereof of this Agreement will not (i) result in any loss, violation or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellationmodification, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any Partnership Material Contract, loan, Indebtedness or guarantee of indebtedness Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, franchise or right or license binding upon Parent the Partnership or any of its the Partnership Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, Partnership JVs or result in the creation of any Liens other than Permitted Liens, in each case, Lien upon any of the properties properties, rights or assets of Parent the Partnership or any Partnership Subsidiaries or Partnership JVs, other than Permitted Liens or result in any “Default” or “Event of Default” (or equivalent term) (as defined in the respective Contracts governing any of Indebtedness of the Partnership, or any of its Subsidiariesthe Partnership Subsidiaries or Partnership JVs the “Existing Debt Agreements”), except for (ii) subject to obtaining the Partnership Unitholder Approval, and the consents required under the Organizational Documents of certain Partnership JV’s as set forth in Schedule 3.20(a)(viii) of the Disclosure Letter, conflict with or result in any violation of any provision of the Partnership Governing Documents or any of the Organizational Documents of any Partnership Subsidiary or Partnership JVs, or (iii) conflict with or violate any Laws applicable to the Partnership or any of the Partnership Subsidiaries or Partnership JVs, or any of their respective properties or assets, other than in the case of clauses (i) (excluding Existing Debt Agreements and Partnership Material Contracts of the type described in Section 3.20(a)(xii) (Material Chartering Contracts)) and (iii), any such lossesviolation, impairmentsbreach, suspensionsconflict, limitationsdefault, conflictstermination, violations, defaults, terminationsmodification, cancellation, accelerationsacceleration, right, loss or Liens which have Lien that has not had or and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Partnership Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectImpact.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent and Merger Sub in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”)) and, subject to the receipt of approval of Parent as the Share Issuance sole stockholder of Merger Sub, which approval shall be delivered by the affirmative vote Parent immediately following execution of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”)this Agreement, to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated hereby and thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Parent, Merger Sub or vote their respective equity holders, except Parent as the sole stockholder of Parent’s securityholders Merger Sub, are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and therebyhereby. The Parent Board Each of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approval. This Agreement has been, and the Parent Transaction Documents shall be, has been duly and validly executed and delivered by each of Parent and Merger SubSub and, and assuming this Agreement and such Parent Transaction Documents constitute Document constitutes the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and each of the Parent Transaction Documents shall constitute, constitutes the legal, valid and binding agreement of each of Parent or and Merger Sub, as the case may be, Sub and is enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as such enforcement may be subject to limited by the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareExchange Act, (ii) the Exchange Securities Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQthe NYSE, (iv) the HSR Act, (v) the FPA and the FERC Approval, (vi) the MDPU Approval, (vii) the MPSC Approval, (viii) the FCC Approval, and (viix) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws the approvals set forth in Section 4.2(b) of the Parent Disclosure Schedule (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for the filing of the Certificate of Merger and for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement or materially and have not had or would not reasonably be expected adversely affect the ability of Parent and its Subsidiaries to have, individually or operate their business in the aggregate, a Parent Material Adverse Effectordinary course consistent with past practices. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (and, assuming receipt of the Parent Approvals are obtained) Approvals, the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not, except as would not have a Parent Material Adverse Effect, (i) result in any loss, or material suspension, limitation or impairment of any right of Parent or any of its Subsidiaries Merger Sub to own or use any assets required for material to the conduct of their business or result in any material violation of, or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, Merger Sub or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectMerger Sub, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws by-laws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries Merger Sub or (iii) materially conflict with or materially violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”)and, subject to the receipt of approval the Parent Stockholder Approval and the adoption of the Share Issuance this Agreement by the affirmative vote Parent as sole stockholder of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”)Merger Sub, to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Board of Directors of Parent and the Board of Directors of Merger Sub, Sub and, except for the Parent Shareholder Stockholder Approval and the filing adoption of the Certificate this Agreement by Parent as sole stockholder of Merger with the Secretary of State of DelawareSub, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalhereby. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger SubSub and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty theretoCompany, this Agreement constitutes, and the Parent Transaction Documents shall constitute, constitutes the legal, valid and binding agreement of each of Parent or and Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies Enforceability Exceptions. (b) Other than in connection with Except as may be required under or in compliance with relation to (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDGCL, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQthe NYSE, and (v) the HSR Act, (vi) compliance with the FPA and obtaining the FERC Approval, (vii) the rules and regulations of PUCT and the approval of the PUCT thereunder, or PUCT’s determination that no such Gaming Approvals as may be required under applicable Gaming Laws approval is required, (viii) the PSL (including §69 and §70 thereof) and the approval of the NYPSC thereunder, or NYPSC’s determination that no such approval is required, (ix) the rules and regulations of the CPUC, (x) the rules and regulations of the NRC and the approval of the NRC thereunder, or the NRC’s determination that no such approval is required, (xi) pre-approvals of license transfers by the FCC and (xii) the approvals set forth in Section 5.3(b) of the Parent Disclosure Schedule (the approvals or other actions contemplated by clauses (i) through (xii), collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b4.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) and, except as described in Section 5.3(b), the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens Liens, other than any Parent Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws by-laws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable LawsLaw, except for conflict other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or violation as has not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Board of Directors of Parent have, at a meeting duly called and held, duly adopted resolutions (i) determining that it is in the best interest of Parent and its stockholders, and declaring it advisable, to enter into this Agreement, (ii) authorizing and approving the execution, delivery and performance of this Agreement in accordance with its terms and the consummation of the transactions contemplated hereby, including the Merger, (iii) directing that the approval of the Stock Issuance be submitted to a vote at a meeting of Parent’s stockholders and recommending that Parent’s stockholders vote in favor of the Stock Issuance, and (iv) approving and declaring the advisability of the Parent Charter Amendment, directing that the Parent Charter Amendment be submitted to a vote at a meeting of Parent’s stockholders and recommending that Parent’s stockholders vote in favor of the adoption of the Parent Charter Amendment (the recommendations referred to in clauses (iii) and (iv), collectively, the “Parent Recommendation”), which resolutions, as of immediately prior to the execution of this Agreement, have not been rescinded, modified or withdrawn. The Board of Directors of Merger Sub duly and unanimously adopted resolutions by written consent (i) determining that it is in the best interest of Merger Sub and Parent, as its sole stockholder, and declaring it advisable, to enter into this Agreement, (ii) authorizing and approving the execution, delivery and performance of this Agreement in accordance with its terms and the consummation of the transactions contemplated hereby, including the Merger, (iii) submitting the adoption of this Agreement to Parent as Merger Sub’s sole stockholder, and (iv) recommending that Parent, as Merger Sub’s sole stockholder, adopt this Agreement, which resolutions, as of immediately prior to the execution of this Agreement, have not been rescinded, modified or withdrawn.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part boards of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approval. This Agreement has been, and the Parent Transaction Documents shall be, duly and validly executed and delivered by each of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, in accordance with their terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of 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, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Offer and the Merger by Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity or the 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, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) compliance with the rules and regulations of the NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws the other consents and/or notices set forth on Section 5.2(b) of the Parent Disclosure Schedule (collectively, clauses (i) through (vi), the “Parent Approvals”), andand other than any consent, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b)approval, no authorization, consentpermit, orderaction, license, permit filing or approval of, notification the failure of which to make or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, obtain would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The execution Assuming compliance with the matters referenced in Section 5.2(b) and receipt of the Parent Approvals, the execution, delivery and performance by Parent and Merger Sub of this Agreement and the other consummation by Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) the consummation Merger Sub of the Merger and the other transactions contemplated hereby do not and thereby and compliance with the provisions hereof will not (i) result in any loss, contravene or suspension, limitation conflict with the organizational or impairment of any right governing documents of Parent or any of its Subsidiaries, (ii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business respective properties or assets, or (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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license Contract binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens Lien (other than Permitted Liens, in each case, ) upon any of the properties or assets of Parent or any of its Subsidiaries, except for other than, in the case of clauses (ii) and (iii), any such lossesviolation, impairmentsconflict, suspensionsdefault, limitations, conflicts, violations, defaults, terminationstermination, cancellation, accelerationsacceleration, right, loss or Liens which have not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub The Company has the requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent the Company in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Company Transaction Documents”)) and, subject to the (i) receipt of approval of the Share Issuance this Agreement by the affirmative vote holders of a majority of votes cast the shares of Company Common Stock entitled to vote thereon (the “Stockholder Merger Approval”), and (ii) adoption by holders of Parent a majority of the shares of Company Common Stock entitled to vote thereon of an amendment to Article X of the Company’s certificate of incorporation to provide that Parent is not an “Interested Stockholder” as defined in such certificate of incorporation (the “Parent Shareholder ApprovalCharter Amendment”) present at by a meeting majority of Parent’s shareholders the holders of the shares of Company Common Stock entitled to vote thereon (the “Parent Shareholders’ MeetingCharter Amendment Approval” and together with the Stockholder Merger Approval and the Disinterested Stockholder Approval, the “Company Stockholder Approval”), to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Company Transaction Documents and the consummation of the transactions contemplated hereby and thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Company Board, acting upon the recommendation of Parent and Merger Subthe Company Special Committee, and, except for the Parent Shareholder Stockholder Merger Approval and Charter Amendment Approval and the filing of the Certificate of Merger with the Secretary of State of DelawareCharter Amendment, no other corporate proceedings on the part of either Parent or Merger Sub the Company or vote of Parentthe Company’s securityholders stockholders are necessary to authorize the execution consummation of the transactions contemplated hereby. The Company Board has, acting in accordance with the recommendation of the Company Special Committee, (i) resolved to recommend that the Company’s stockholders adopt this Agreement and delivery by Parent the Charter Amendment (including, with respect to the Charter Amendment, the approval of both a majority of the members of the Company Board and a majority of the “Continuing Directors” as defined in the Company’s certificate of incorporation) (the “Company Recommendation”), (ii) determined that this Agreement, the Merger Sub and the Charter Amendment are fair to and in the best interests of the Company’s stockholders, (iii) approved this Agreement, the Merger and the Charter Amendment, and (iv) directed that the adoption of this Agreement and the consummation Charter Amendment be submitted to a vote at a meeting of the Merger and the transactions contemplated hereby and therebyCompany’s stockholders. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders Each of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approval. This Agreement has been, and the Parent Company Transaction Documents shall be, has been duly and validly executed and delivered by the Company and, assuming each of Parent and Merger Sub, and assuming this Agreement and Parent such Company Transaction Documents constitute Document constitutes the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and each of the Parent Company Transaction Documents shall constitute, constitutes the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, Company and is enforceable against each of them, the Company in accordance with their its terms, except as such enforcement may be subject to the Remedies Exceptionsapplicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and general principles of equitable relief. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the U.S. Securities Exchange ActAct of 1934, as amended, and the rules promulgated thereunderthereunder (the “Exchange Act”), (iii) the U.S. Securities ActAct of 1933, as amended, and the rules promulgated thereunderthereunder (the “Securities Act”), (iv) applicable state securities, takeover and “blue sky” Lawslaws, (v) the rules and regulations of NASDAQthe New York Stock Exchange (“NYSE”), (vi) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and any antitrust, competition or similar laws outside of the United States, and (vivii) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (collectively, the “Parent Company Approvals”), ) and, subject to the accuracy of the representations and warranties of the Company Parent and Merger Sub in Section 3.3(b4.2(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any United States, state of the United States or foreign governmental or regulatory agency, commission, court, body, entity or authority, independent system operator, regional transmission organization, other market administrator, or national, regional or state reliability organization (each, a “Governmental Entity Entity”) is necessary, under applicable Law, for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have Agreement, or has not had or and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub the Company of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Company Approvals are obtained) the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent the Company or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contractcontract (including without limitation any Oil and Gas Lease or Oil and Gas Contract but excluding any Company Benefit Plan), instrument, permit, concession, franchise, right or license binding upon Parent the Company or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”) other than Company Permitted Liens, in each case, upon any of the properties or assets of Parent the Company or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or as would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Parent Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent the Company or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as . The Company has not had or would not reasonably be expected to obtained all third-party opinions required under its indebtedness in connection with its entry into this Agreement. (d) The Independent Directors of the Company have, individually solely in connection with the transactions contemplated by this Agreement and the Pennsylvania Merger Agreement and subject to Section 5.12 hereof, irrevocably waived (i) the provisions of the Florida Stockholder Agreement, including Section 2.3 thereof, (ii) the provisions of the Pennsylvania Stockholder Agreement, including Section 5 thereof, (iii) the provisions of the Confidentiality Agreement, including Section 9 thereof and (iv) the provisions of the Pennsylvania Confidentiality Agreement, including Section 6 thereof, in each case which would or could limit, prohibit or otherwise impede either the direct or indirect acquisition by Parent of additional shares of Company Common Stock in connection with the aggregatetransactions contemplated by the Pennsylvania Merger Agreement, a Parent Material Adverse Effector the vote (or entry into or compliance with the terms of such agreement to vote) of the shares of Company Common Stock owned by Pennsylvania or any of its Affiliates in favor of the Merger, the Charter Amendment or otherwise with respect to any matter to be voted on by the stockholders of the Company, and such waivers are valid and in full force and effect (the “Standstill Waivers”).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”)and, subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Stockholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Board of Directors of Parent and the Board of Directors of Merger SubSub and by Parent, as the sole stockholder of Merger Sub and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of DelawareStockholder Approval, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and therebyhereby. The Parent As of the date hereof, the Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) has unanimously resolved to recommend that Parent’s stockholders approve the approval by its shareholders issuance of shares (the Share Issuance and to submit the Share Issuance to the shareholders “Stock Issuance”) of Parent for approvalCommon Stock in connection with the Merger (the “Parent Recommendation”). This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger SubSub and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty theretoCompany, this Agreement constitutes, and the Parent Transaction Documents shall constitute, constitutes the legal, valid and binding agreement of each of Parent or and Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDGCL, (ii) the Exchange Act, and the rules promulgated thereunderAct , (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQthe NYSE, and (v) the HSR Act, (vi) compliance with the FPA and obtaining such Gaming Approvals as may be required under applicable Gaming Laws the FERC Approval, (vii) the PSL and the approval, or the determination that no approval is required, of the NYPSC thereunder, (viii) the rules and regulations of the CPUC, (ix) pre-approvals of license transfers by the FCC and (x) the approvals set forth in Section 4.3(b) of the Parent Disclosure Schedule (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) and, except as described in Section 4.3(b), the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens Liens, other than any Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet delinquent, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent, (E) permitted under the agreements set forth on Section 4.3(c)(i)(E) of the Parent Disclosure Schedule, or (F) which does not and would not reasonably be expected to materially impair the continued use of a Parent Owned Real Property or a Parent Leased Real Property as currently operated (each of the foregoing, a “Parent Permitted LiensLien”), in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws by-laws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or violation as has not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (ai) Each of Parent and Merger Sub Xxxxxx has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off AgreementsExpenses Reimbursement Agreement and, as may be applicable, and each other document to be entered into by Parent subject (in connection with the transactions contemplated hereby and thereby (together with case of this Agreement, the “Parent Transaction Documents”), subject ) to the receipt of the Xxxxxx Shareholder Approval (and, in the case of the Holdco Distributable Reserves Creation, to approval of the Share Issuance Xxxxxx Distributable Reserves Resolution by the affirmative vote Xxxxxx Shareholders and the Xxxxx Distributable Reserves Resolution by the Xxxxx Shareholders, to the adoption by the shareholders of a majority Holdco of votes cast the resolution contemplated by holders Clause 7.10(c)(i) and to receipt of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (required approval by the “Parent Shareholders’ Meeting”High Court), to consummate the transactions contemplated hereby and thereby, including the MergerAcquisition. The execution and delivery by Parent and Merger Sub of this Agreement and the Expenses Reimbursement Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized authorised by all necessary corporate action on the part of Parent and Merger Sub, Xxxxxx Board and, except for (A) the Parent Xxxxxx Shareholder Approval and (B) the filing of the Certificate of Merger required documents and other actions in connection with the Secretary Scheme with, and to receipt of State the required approval of Delawarethe Scheme by, the High Court, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders Xxxxxx are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and authorise the consummation of the Merger and transactions contemplated hereby. On or prior to the date hereof, the Xxxxxx Board has determined that the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that by this Agreement are fair to and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger Xxxxxx and the Share Issuance) Xxxxxx Shareholders and (iii) resolved has adopted a resolution to recommend make, subject to Clause 5.3 and to the approval by its shareholders obligations of the Share Issuance and to submit Xxxxxx Board under the Share Issuance to Takeover Rules, the shareholders of Parent for approvalScheme Recommendation. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger SubXxxxxx and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty theretoXxxxx Parties, this Agreement constitutes, and constitutes the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may beXxxxxx, enforceable against each of them, Xxxxxx in accordance with their its terms, except as such enforcement may be subject to the Remedies Exceptions. (bii) Other than in connection with or in compliance with (iA) the filing provisions of the Certificate of Merger with the Secretary of State of the State of DelawareCompanies Acts, (iiB) the Takeover Panel Act and the Takeover Rules, (C) the Securities Act, (D) the Exchange Act, and (E) the rules promulgated thereunderHSR Act, (iiiF) any applicable requirements under the Securities Act, and the rules promulgated thereunderEC Merger Regulation, (ivG) any applicable state securities, takeover and “blue sky” requirements of other Antitrust Laws, (vH) any applicable requirements of the NYSE and (I) the rules and regulations of NASDAQ, and (viClearances set forth on Clause 6.1(c)(ii) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b)Xxxxxx Disclosure Schedule, no authorizationauthorisation, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity Relevant Authority is necessary, under applicable Law, for the consummation by Parent or Merger Sub Xxxxxx of the transactions contemplated by this Agreement, except for such authorizationsauthorisations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or (I) that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Xxxxxx Material Adverse EffectEffect or (II) as may arise as a result of facts or circumstances relating to Xxxxx or its Affiliates or Laws or contracts binding on Xxxxx or its Affiliates. (ciii) The execution and delivery by Parent and Merger Sub Xxxxxx of this Agreement and the other Parent Transaction Documents Expenses Reimbursement Agreement do not, and (assuming the Parent Approvals are obtained) and, except as described in Clause 6.1(c)(ii), the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (iA) result in any loss, violation or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellationmodification, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent Xxxxxx or any of its Xxxxxx’x Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liensliens, in each caseclaims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”) upon any of the properties properties, rights or assets of Parent Xxxxxx or any of its Xxxxxx’x Subsidiaries, except for other than Xxxxxx Permitted Liens, (B) conflict with or result in any violation of any provision of the Organisational Documents of Xxxxxx or any of Xxxxxx’x Subsidiaries or (C) conflict with or violate any Laws applicable to Xxxxxx or any of Xxxxxx’x Subsidiaries or any of their respective properties or assets, other than, (I) in the case of sub-clauses (A), (B) (with respect to Subsidiaries that are not Significant Subsidiaries) and (C), any such lossesviolation, impairmentsconflict, suspensionsdefault, limitations, conflicts, violations, defaults, terminationstermination, cancellation, accelerationsacceleration, right, loss or Liens which have not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Xxxxxx Material Adverse Effect, and (iiII) conflict with as may arise as a result of facts or result in any violation of any provision of the certificate of incorporation circumstances relating to Xxxxx or bylaws its Affiliates or other equivalent organizational document, in each case as amended Laws or restated, of Parent contracts binding on Xxxxx or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectAffiliates.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”)and, subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Stockholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Board of Directors of Parent and the Board of Directors of Merger SubSub and by Parent, as the sole stockholder of Merger Sub and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of DelawareStockholder Approval, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalhereby. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger SubSub and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty theretoCompany, this Agreement constitutes, and the Parent Transaction Documents shall constitute, constitutes the legal, valid and binding agreement of each of Parent or and Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies Exceptionsbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board of Directors of Parent, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable, fair to and in the best interests of Parent and its stockholders, (ii) approving this Agreement, the Merger, the Stock Issuance and the other transactions contemplated by this Agreement, (iii) determining that the issuance of shares of Parent Common Stock (the “Stock Issuance”) is advisable and (iv) recommending that Parent’s stockholders grant the Parent Stockholder Approval (the “Parent Recommendation”). (c) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareExchange Act, (ii) the Exchange Securities Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQthe NYSE, (iv) the HSR Act, (v) the FPA and the FERC Approval, (vi) the Atomic Energy Act and the NRC Approval, (vii) the rules and regulations of the MPSC, (viii) the rules and regulations of the NYPSC, (ix) the rules and regulations of the PUCT, (x) pre-approvals of license transfers by the FCC, and (vixi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws the approvals set forth in Section 5.3(c) of the Parent Disclosure Schedule (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b4.3(c), no authorization, consent, orderOrder, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial impact on Parent. (cd) The execution and delivery of this Agreement by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) and, except as described in Section 5.3(c), the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not not, (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contractContract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens Liens, other than any Parent Permitted Liens, in each caseLien, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, Organizational Documents of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or violation as has not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a material impact on Parent. (e) This Section 5.3 excludes any representation or warranty by Parent Material Adverse Effector any of its Subsidiaries or any Joint Venture of Parent with respect to matters relating to or arising under Environmental Laws or Hazardous Materials which are addressed in Section 5.8.

Corporate Authority Relative to this Agreement; No Violation. (ai) Each of Parent AbbVie and Merger Acquirer Sub has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreementsand, as may be applicable, and each other document with respect to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this AgreementAbbVie, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), Expenses Reimbursement Agreement and to consummate the transactions contemplated hereby and thereby, including the MergerAcquisition. The execution and delivery by Parent and Merger Sub of this Agreement and the Expenses Reimbursement Agreement and the consummation of the transactions contemplated hereby has been, (including the Acquisition) and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, AbbVie Board and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger required documents in connection with the Secretary Scheme with, and to receipt of State the required approval of Delawarethe Scheme by, the High Court, no other corporate proceedings on the part of either Parent AbbVie or Merger Acquirer Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share IssuanceAcquisition) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance pursuant to the shareholders of Parent for approvalExpenses Reimbursement Agreement. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent AbbVie and Merger SubAcquirer Sub and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of Allergan, constitutes the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger AbbVie and Acquirer Sub, as the case may be, enforceable against each of them, AbbVie and Acquirer Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies Equitable Exceptions. (bii) Other than The execution, delivery and performance by AbbVie and Acquirer Sub of this Agreement and the Expenses Reimbursement Agreement (in connection with the case of AbbVie and the consummation by AbbVie and Acquirer Sub of the transactions contemplated hereby (including the Acquisition) and thereby require no action by or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delawarerespect of, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval Clearances of, or registration, declaration, notice or filing Filings with, any Governmental Entity is necessary, under applicable Law, for other than (A) compliance with the consummation by Parent or Merger Sub provisions of the transactions contemplated by this AgreementAct, except for such authorizations(B) compliance with the Takeover Panel Act and the Takeover Rules, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation (C) compliance with any applicable requirements of the Merger HSR Act, (D) compliance with and Filings under any Antitrust Laws of any non-U.S. jurisdictions, (E) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other transactions contemplated by this Agreement applicable U.S. state or federal securities laws or pursuant to the rules of the NYSE, and have (F) any other actions, Clearances or Filings the absence of which has not had or and would not reasonably be expected to have, individually or in the aggregate, a Parent an AbbVie Material Adverse Effect. (ciii) The execution Assuming compliance with the Scheme, the Act and any directions or orders of the High Court, the execution, delivery and performance by Parent AbbVie and Merger Acquirer Sub of this Agreement and the other Parent Transaction Documents do not, Expenses Reimbursement Agreement (in the case of AbbVie) and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby (including the Acquisition) and thereby do not and compliance with the provisions hereof will not (iA) result in any losscontravene, or suspensionconflict with, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation ofor breach of any provision of the Organizational Documents of AbbVie or Acquirer Sub, (B) assuming compliance with the matters referred to in Section 6.2(A)(c)(ii), contravene, conflict with or result in any violation or breach of any provision of any applicable Law, (C) assuming compliance with the matters referred to in Section 6.2(A)(c)(ii), require any Clearance or other action by any Person under, constitute a default, or default (an event that, with or without notice or lapse of time, time or both) , would constitute a default, under, or give rise to a right of cause or permit the termination, cancellation, first offer, first refusal, modification acceleration or acceleration other change of any material right or obligation or to the loss of a any benefit under to which AbbVie or any loanof its Subsidiaries is entitled under, guarantee any provision of indebtedness any AbbVie Permit or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license any Contract binding upon Parent AbbVie or any of its Subsidiaries or any Clearance (including Clearances required by which or to which any of their respective properties, rights or assets are bound or subjectContract) affecting, or relating in any way to, the assets or business of AbbVie and its Subsidiaries, (D) result in the creation or imposition of any Liens other than Permitted Liens, in each case, upon Lien on any asset of the properties or assets of Parent AbbVie or any of its Subsidiaries, except for such lossesexcept, impairmentsin the case of each of clauses (B) through (D), suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have as has not had or and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent an AbbVie Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”)to perform its obligations hereunder and, subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the MergerTransactions. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Transactions have been or shall be, duly and validly authorized by all necessary corporate action on the part Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of DelawareApproval, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and Merger, the Stock Issuance or the consummation of the Merger and Transactions. As of the transactions contemplated hereby and thereby. The Parent date hereof, the Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) has unanimously resolved to recommend (the approval by its “Parent Recommendation”) that Parent’s shareholders approve the issuance of the Share Issuance and to submit the Share Issuance to the shareholders shares of Parent Common Stock in connection with the Merger (the “Stock Issuance”) and an amendment to Parent’s articles of incorporation providing for approvalan increase in the authorized capital stock of Parent to 495,000,000 shares (the “Charter Amendment”), and such resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger Sub, and and, assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty theretoCompany, this Agreement constitutes, and the Parent Transaction Documents shall constitute, constitutes the legal, valid and binding agreement of each of Parent or and Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Remedies Exceptionsdiscretion of the court before which any proceeding therefor may be brought. (b) Other than in connection with or in compliance with (i) the filing provisions of the Certificate of Merger with the Secretary of State of the State of DelawareOhio General Corporation Law, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQthe NYSE, and (v) the HSR Act, (vi) compliance with the FPA and obtaining such Gaming Approvals as may be required under applicable Gaming Laws the FERC Approval, (vii) to the extent required, the rules and regulations of the Applicable PSCs and (viii) the matters set forth on Section 4.3(b) of the Parent Disclosure Schedule (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, or action by, any Governmental Entity is necessary, necessary or required to be obtained or made under applicable Law, for Law in connection with the consummation execution and delivery of this Agreement by Parent or and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder or the transactions contemplated consummation of the Transactions by this AgreementParent and Merger Sub, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or filings, that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (assuming and, provided the Parent Approvals are obtained) , the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions hereof will not (i) result in any lossconflict with, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens Lien, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due or delinquent, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Company or (E) which does not and would not reasonably be expected to materially impair the continued use and operation of the assets to which they relate as operated as of the date hereof or any property at which the material operations of Parent or any of its Subsidiaries are conducted as of the date hereof (each of the foregoing (A) through (E), a “Parent Permitted Liens, in each caseLien”), upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate articles of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, document of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or violation as has not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent USAC has, and Merger Sub has ANDC will have at the Effective Date, all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Mergerby this Agreement. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has this Agreement have been or shall be, duly and validly authorized by all necessary corporate action on the part Board of Parent Directors of USAC, and Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders USAC are necessary to authorize the consummation of the transactions contemplated by this Agreement. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger transactions contemplated by this Agreement will have been, as of the Effective Date, duly and validly authorized by the Board of Directors of ANDC and by USAC, as the sole shareholder of ANDC, and no other corporate proceedings on the part of ANDC will be necessary, as of the Effective Date, to authorize the consummation of the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that by this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalAgreement. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger SubUSAC and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty theretoNPCC, this Agreement constitutes, and constitutes the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may beUSAC, enforceable against each of them, USAC in accordance with their its terms, except as such enforcement may be subject to the Remedies ExceptionsBankruptcy and Equity Exception. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareNDBCA, (ii) the Exchange Act, and the rules promulgated thereunderNDCC, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover the NDSA and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws North Dakota Insurance Department (collectively, the “Parent USAC Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, necessary for the consummation by Parent USAC or Merger Sub ANDC of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or filings, that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent USAC Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub USAC of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions hereof of this Agreement by USAC will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent USAC or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, Lien upon any of the properties or assets of Parent USAC or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate Articles of incorporation Incorporation or bylaws Bylaws or other equivalent organizational document, in each case as amended or restatedamended, of Parent USAC or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or violation as has not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent USAC Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Purchaser has the all requisite corporate or similar power and authority to enter into execute and deliver this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Board of Directors of Parent and Merger Sub, and, except for the Parent Shareholder Approval Board of Directors of Purchaser and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders Purchaser are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalhereby. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger SubPurchaser and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty theretoCompany, this Agreement constitutes, and constitutes the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may beand Purchaser, enforceable against each of them, Parent and Purchaser in accordance with their its terms, except as such enforcement may be subject to the Remedies Exceptionseffects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing. (b) Other than in connection with or in compliance with (i) the filing provisions of the Certificate of Merger with the Secretary of State of the State of DelawareDGCL, (ii) the Exchange Actfiling of the Offer Documents and, and if necessary, the rules promulgated thereunderProxy Statement relating to the Company’s Special Meeting, (iii) the Securities Act, and filings required under the rules promulgated thereunderof the NASDAQ, (iv) filings required under, and compliance with other applicable state securitiesrequirements of, takeover the HSR Act and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws approvals set forth in Annex I (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, necessary for the consummation by Parent or Merger Sub Purchaser of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or filings, that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and None of the execution, delivery or performance of this Agreement by Parent and Merger Sub Purchaser, the consummation by Parent and Purchaser of the Transactions or compliance by Parent or Purchaser with any of the provisions of this Agreement and the other Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) result in any loss, violate or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business conflict with or result in any violation ofbreach of any provision of the organizational documents of Parent or Purchaser, or default (with ii) violate any order, writ, injunction, decree, statute, rule or without notice regulation applicable to Parent or lapse Purchaser, any of timetheir Subsidiaries, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries their properties or by which or to which any of their respective propertiesassets, rights or assets are bound or subject, or result except (other than in the creation case of any Liens other than Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for clause (i)) where such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, breaches or Liens which have not had or defaults would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and therebyby this Agreement, including the Merger. The execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Parent Board of Parent Directors and the board of directors of Merger Sub, Sub and, except for assuming the Parent Shareholder Approval accuracy of Section 3.2 and the filing of the Certificate of Merger Company’s compliance with the Secretary of State of DelawareSection 5.21, no other corporate proceedings on the part of either of Parent or Merger Sub or vote of Parent’s securityholders are shareholders is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and therebyMerger. The Parent Board of Directors has unanimously (i) unanimously determined that the terms of this Agreement and the Merger Merger, including the issuance of shares of Parent Common Stock in connection with the Merger, are fair to, and in the best interests of, Parent and its shareholders, (ii) determined that it is in the best interests of Parent and its shareholders, (ii) approved the executionand declared it advisable, delivery and performance of to enter into this Agreement (including the Merger and the Share Issuance) and Agreement, (iii) resolved to recommend duly and validly approved the approval execution and delivery by Parent of this Agreement, the performance by Parent of its shareholders covenants and agreements contained herein and the consummation of the Share Issuance Merger upon the terms and to submit the Share Issuance subject to the shareholders conditions contained herein, and (iv) directed the issuance of shares of Parent for approval. Common Stock in connection with the Merger. (b) This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger SubSub and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty theretoCompany, this Agreement constitutes, and the Parent Transaction Documents shall constitute, constitutes the legal, valid and binding agreement of Parent or and Merger Sub, as the case may be, Sub and is enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the Remedies Exceptionsremedy 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. (bc) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of DelawareState, (ii) the Exchange Act, filing of the Form S-4 (including the Proxy Statement/Prospectus) with the SEC and any amendments or supplements thereto and declaration of effectiveness of the rules promulgated thereunderForm S-4, (iii) the Exchange Act, (iv) the Securities Act, and the rules promulgated thereunder, (ivv) applicable state securities, takeover and “blue sky” Lawslaws, (vvi) the rules and regulations of NASDAQNasdaq, (vii) the HSR Act and any other requisite clearances or approvals under any other applicable Antitrust Laws, (viii) the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which will occur immediately following the execution of this Agreement and (viix) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws the approvals set forth in Section 4.3(c) of the Parent Disclosure Schedule (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this AgreementMerger, except for where the failure to obtain such authorizations, consents, ordersapprovals, licensesauthorizations or permits of, permitsor to make such filings, approvals registrations with or filings that are not required to be obtained or made prior to consummation of such transactions or thatnotifications to, if not obtained or madeany Governmental Entity, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect or prevent the consummation of the Merger. (cd) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby Merger and compliance with the provisions hereof of this Agreement will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation of, or default (default, with or without notice or lapse of time, time or both) , under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license Contract that is binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the Parent Organizational Documents or (iii) conflict with or violate any applicable Laws, except in the case of clauses (i) and (iii), for such losses, impairments, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellation, accelerations, accelerations or Liens which have not had or as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect or to prevent, (ii) conflict with materially delay or result in any violation of any provision of materially impair the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, ability of Parent to perform its obligations under this Agreement or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in consummate the aggregate, a Parent Material Adverse EffectMerger.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to enter into and deliver this Agreement and the OpCo Spin-Off Agreements, as may be applicable, to perform its obligations hereunder and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approval. This Agreement has been, and the Parent Transaction Documents shall be, duly and validly executed and delivered by each of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, in accordance with their terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of 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, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger and the other 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 Entity, other than (i) the filing of the Certificate of Merger, (ii) the Exchange Act, filing of the pre-merger notification report under the HSR Act and the rules promulgated thereunderForeign Antitrust Filings, (iii) compliance with the Securities applicable requirements of the Exchange Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) compliance with the rules and regulations of NASDAQthe NYSE, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (vi), the “Parent Approvals”), andand other than any consent, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b)approval, no authorization, consentpermit, orderaction, license, permit filing or approval of, notification the failure of which to make or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or obtain would not reasonably be expected to haveto, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the other consummation by Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) the consummation Merger Sub of the Merger and the other transactions contemplated hereby do not and thereby and compliance with the provisions hereof will not (i) result in any losscontravene or conflict with, or suspensionviolate or breach any provision of, limitation the organizational or impairment of any right governing documents of Parent or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with, or violate or breach any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business respective properties or assets or (iii) result in any violation of, or default (with or without notice or notice, lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens Lien (other than Permitted Liens, in each case, ) upon any of the properties or assets of Parent or any of its Subsidiaries, except for other than, in the case of clauses (ii) and (iii), any such lossesviolation, impairmentsconflict, suspensionsdefault, limitations, conflicts, violations, defaults, terminationstermination, cancellation, accelerationsacceleration, right, loss or Liens which have not had or Lien that would not reasonably be expected to haveto, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of holders of capital stock of Parent is necessary, pursuant to applicable Law, the Parent and Merger Sub Organizational Documents, Nasdaq rules or otherwise, to approve this Agreement or the issuance of any Parent Common Stock to be exchanged for Company Common Stock pursuant to ARTICLE II or the Transactions. Parent’s approval as the sole stockholder of Merger Sub is the only vote of the holders of any class or series of capital stock of Merger Sub that is necessary under applicable Law and the Parent and Merger Sub Organizational Documents to adopt, approve or authorize this Agreement and to consummate the Transactions. Each of Parent and Merger Sub has the requisite required corporate or similar power and authority to enter into execute and deliver this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and therebyTransactions, including the Merger, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. The execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Transactions have been or shall be, duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings or comparable action on the part of either any of Parent or Merger Sub or vote of Parent’s securityholders are is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and therebyTransactions. The boards of directors of Parent Board of Directors has and Merger Sub have unanimously (i) unanimously determined that the terms of this Agreement and the Merger Transactions are fair to, and in the best interests of of, Parent and its shareholdersMerger Sub, respectively, and their respective stockholders, (ii) determined that it is in the best interest of Parent and Merger Sub, respectively, and their respective stockholders to enter into, and declared advisable, this Agreement, and (iii) approved the execution, execution and delivery by Parent and performance Merger Sub of this Agreement (including the agreement of merger, as such term is used in Section 251 of the DGCL), the performance by each of Parent and Merger Sub of its respective covenants and agreements contained herein and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders consummation of the Share Issuance Transactions, upon the terms and to submit the Share Issuance subject to the shareholders of Parent for approvalconditions contained herein. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger SubSub and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty theretoCompany, this Agreement constitutes, and the Parent Transaction Documents shall constitute, constitutes the legal, valid and binding agreement of Parent or and Merger Sub, as the case may be, Sub and is enforceable against each of them, Parent and the Merger Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies Enforceability Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware Secretary, (ii) the Exchange Act, filing of the Form S-4 (including the Proxy Statement/Prospectus) with the SEC and any amendments or supplements thereto and declaration of effectiveness of the rules promulgated thereunderForm S-4, (iii) the Exchange Act, (iv) the Securities Act, and the rules promulgated thereunder, (ivv) applicable state securities, takeover and “blue sky” Lawslaws, (vvi) the rules and regulations of NASDAQNasdaq, (vii) the HSR Act and any other requisite clearances or approvals under any other applicable Antitrust Laws, (viviii) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws the approvals set forth in Section 4.3(b) of the Parent Disclosure Schedule (items (i) through (viii) collectively, the “Parent Approvals”), andand (ix) such other authorizations, subject consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings, the failure of which to be obtained, given or made would not have a Parent Material Adverse Effect or prevent or materially impede, interfere with, hinder or delay the accuracy consummation of any of the representations and warranties of the Company in Section 3.3(b)Transactions, no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectTransactions. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions hereof will not (i) result in any loss, loss or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness Contract or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license Governmental Authorization binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate Parent and Merger Sub Organizational Documents or the Organizational Documents of incorporation or bylaws or other equivalent organizational documentany Subsidiary of Parent, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable LawsLaws to which Parent or any of its Subsidiaries is subject, except for conflict or violation except, in the case of clauses (i) and (iii), as has not had or would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect or permit or materially impede, interfere with, hinder or delay the consummations of the Transactions. (d) Prior to the Effective Time, Parent will have taken all necessary action to permit it to issue the number of Parent Common Stock required to be issued in connection with Parent’s and Merger Sub’s obligations pursuant to ARTICLE II. Such Parent Common Stock, when issued, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. Such Parent Common Stock, when issued, and the offering thereof, will be registered under the Securities Act and the Exchange Act and registered or exempt from registration under any applicable state securities or “blue sky” Laws.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Buyer each has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicableAncillary Agreement, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery of this Agreement and the Ancillary Agreement to be executed and delivered by Parent and Merger Sub of this Agreement Buyer, and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part board of directors of each of Parent and Merger SubBuyer, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders Buyer are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approval. This Agreement has been, and the Ancillary Agreement to be executed and delivered by Parent Transaction Documents shall and Buyer will be, duly and validly executed and delivered by each of Parent and Merger Subor Buyer, and as the case may be, and, assuming this Agreement and Parent Transaction Documents Ancillary Agreement constitute the legal, valid and binding agreement of the counterparty theretoSeller, this Agreement constitutes, and as of the Parent Transaction Documents shall Closing, the Ancillary Agreement will constitute, the legal, valid and binding agreement of Parent or Merger SubBuyer, as the case may be, enforceable against each of them, Parent or Buyer in accordance with their its terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware General Corporation Law, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (viii) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b)Exchange Act, no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub and Buyer of the transactions contemplated by this Agreement and the Ancillary Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or filings, that, if not obtained or made, would not materially impede impair or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effecthereby. (c) The execution and delivery by Parent and Merger Sub Buyer of this Agreement and the other Parent Transaction Documents do Ancillary Agreement does not, and (assuming the Parent Approvals are obtained) and, except as described in Section 5.2(b), the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent Parent, Buyer or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws by-laws or other equivalent organizational document, in each case as amended or restatedamended, of Parent Parent, Buyer or any of its their respective Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, loss or violation as has not had or Lien that would not reasonably be expected to have, individually materially impair or in delay the aggregate, a Parent Material Adverse Effectconsummation of the transactions contemplated hereby.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent Xxxxxx and Merger Sub has the have all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, CVR Agreement and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and therebyTransactions, including the Merger. The execution and delivery by Parent and Merger Sub of this Agreement and the CVR Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Transactions have been or shall be, duly and validly authorized by all necessary corporate action on the part board of directors of Parent and Merger Sub, (the “Parent Board”) and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, the State of Delaware no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the consummation of the Transactions. Prior to the execution and delivery by Parent and Merger Sub of this Agreement, the Parent Board unanimously authorized and approved this Agreement, the CVR Agreement and the consummation Transactions on the terms and subject to the conditions set forth herein. Parent, as sole stockholder of Merger Sub, has duly executed and delivered to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance execution of this Agreement (including Agreement, and promptly following the execution of this Agreement, Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance Sub shall promptly deliver to the shareholders Company a copy of Parent for approvalsuch written consent. This Agreement has been, and as of the Parent Transaction Documents shall beEffective Time the CVR Agreement will have been, duly and validly executed and delivered by each Xxxxxx and Merger Sub. Assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies ExceptionsBankruptcy and Equity Exception. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities HSR Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” LawsEA 2002, (v) the rules and regulations of NASDAQ, Section 721 and (vi) compliance with and obtaining such Gaming Approvals as may be required under any applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy requirements of the representations and warranties of the Company in Section 3.3(b)LSE, no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or and Merger Sub of the transactions contemplated by this AgreementTransactions, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent Xxxxxx and Merger Sub of this Agreement and the other Parent Transaction Documents CVR Agreement do not, and (assuming the Parent Approvals are obtained) and, the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions hereof of this Agreement and the CVR Agreement will not not, (i) result in any loss, violation or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellationmodification, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a benefit under any Contract, loan, guarantee of indebtedness Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, franchise or right or license binding upon Parent or any of its Parent Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, Lien upon any of the properties properties, rights or assets of Parent or any of its Parent Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a other than Parent Material Adverse EffectPermitted Liens, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent Governing Documents or any of its Subsidiaries the organizational documents of any Parent Subsidiary or Merger Sub or (iii) conflict with or violate any Laws applicable Lawsto Parent or any of Parent’s Subsidiaries or any of their respective properties or assets, except for conflict or violation as has not had or would not not, in the case of clauses (i) and (iii), reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Seller has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document Ancillary Agreements to be entered into executed and delivered by Parent in connection with the transactions contemplated hereby Seller and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby. At the Closing, including each applicable Seller Entity will have all requisite corporate power and authority to enter into the MergerAncillary Agreements to be executed and delivered by such Seller Entity and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Ancillary Agreements to be executed and delivered by Seller and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Board of Parent Directors of Seller, and Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders Seller are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent At the Closing, the execution and delivery of the Ancillary Agreements to be executed and delivered by each applicable Seller Entity and the consummation of the transactions contemplated hereby and thereby will have been duly and validly authorized by the Board of Directors has (i) unanimously determined that this Agreement Directors, and if necessary, the Merger are in stockholders of each applicable Seller Entity, and no other corporate proceedings on the best interests part of Parent and its shareholders, (ii) approved such Seller Entity will be necessary to authorize the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders consummation of the Share Issuance transactions contemplated hereby and to submit the Share Issuance to the shareholders of Parent for approvalthereby. This Agreement has beenbeen duly and validly executed and delivered by Seller, and the Parent Transaction Documents shall beAncillary Agreements to be executed and delivered by each applicable Seller Entity will, as of the Closing, have been, duly and validly executed and delivered by each of Parent and Merger Subsuch Seller Entity and, and assuming this Agreement constitutes the valid and Parent Transaction Documents constitute binding agreement of Buyer and each of the legal, Ancillary Agreements constitutes the valid and binding agreement of the counterparty other parties thereto, this Agreement constitutes, and as of the Parent Transaction Documents shall Closing, the Ancillary Agreements to be executed and delivered by each applicable Seller Entity will constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may beSeller and such Seller Entity, enforceable against each of them, Seller and such Seller Entity in accordance with their its terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware General Corporation Law, (ii) the Exchange Securities Act of 1933 (the “Securities Act, and the rules promulgated thereunder”), (iii) the Securities Exchange Act of 1934 (the “Exchange Act, ”) and the rules promulgated thereunder, (iv) applicable the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and other federal and state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming competition Laws (collectively, the “Parent Seller Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub the Seller Entities of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements to which any Seller Entity is a party, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Business Material Adverse EffectEffect or materially impair or delay the consummation of the transactions contemplated hereby. (c) The execution and delivery by Parent and Merger Sub Seller of this Agreement and the other Parent Transaction Documents do execution and delivery by each applicable Seller Entity of the Ancillary Agreements to be executed and delivered by such Seller Entity does not, and (assuming the Parent Approvals are obtained) and, except as described in Section 4.2(b), the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of (x) Seller and its Subsidiaries which Seller (prior to the Effective Time) or by which its Subsidiaries (prior to the Effective Time) were a party to prior to the Effective Time or (y) to which the knowledge of Seller, any Acquired Company or, with respect to the Business, any Seller Entity or included in the Acquired Assets or, to the knowledge of their respective propertiesSeller, rights or assets are bound or subject, or result in the creation of any Liens liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”), other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent balance sheet of Knight Ridder or notes thereto or securing liabilities reflected on such balance sheet or (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Knight Ridder and is immaterial in amount (each of the foregoing, a “Permitted Liens, in each caseLien”), upon any of the properties or assets of Parent any Acquired Company or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or included in the aggregate, a Parent Material Adverse EffectAcquired Assets, (ii) conflict with or result in any violation of any provision of the certificate articles of incorporation or bylaws by-laws or other equivalent organizational document, in each case as amended or restatedamended, of Parent Seller or any of its Subsidiaries or Subsidiaries, (iii) conflict with or violate any applicable Laws, except for conflict other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or violation as has not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Business Material Adverse EffectEffect and would not materially impair or delay the consummation of the transactions contemplated hereby.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and therebyby this Agreement, including the Offer and the Merger. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has this Agreement have been or shall be, duly and validly authorized by all necessary corporate action on the part Board of Directors of Parent and Merger Sub, and, except for the Parent Shareholder Approval Sub and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger transactions contemplated hereby, including the Offer and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalMerger. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies Exceptionseffects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing. (b) Other than in connection with or in compliance with (i) the filing provisions of the Certificate of Merger with the Secretary of State of the State of DelawareDGCL, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities HSR Act, and the rules promulgated thereunder, (iv) applicable state securitiesthe antitrust, takeover competition or similar Laws of any foreign jurisdiction listed on Section 1.1(e) of the Parent Disclosure Schedule (as it may be modified or supplemented as set forth therein) and “blue sky” Laws, (v) such filings with the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals SEC as may be required under applicable Gaming Laws to be made by Parent or Merger Sub in accordance with the Exchange Act in connection with this Agreement, the Offer, the Merger and the other transactions contemplated hereby (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, licenseOrder, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, necessary under applicable Law, Law for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licensesOrders, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or filings, that, if not obtained or made, would not materially impede have, or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby hereby, including the Offer and thereby the Merger, and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, Lien upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws by-laws or other equivalent organizational document, in each case as amended or restatedamended, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or violation as has not had or Lien that would not have, or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the have all requisite corporate or similar power and authority to enter into this Agreement and and, subject (in the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by case of the issuance of Parent Shares in connection with the transactions contemplated hereby Merger, the Parent Name Change and thereby the Consolidation) to receipt of the Parent Shareholder Approvals and (together with in the case of the Merger Sub) to the adoption of this Agreement by Merger Sub’s sole shareholder (which adoption shall occur immediately after the execution and delivery of this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and therebyTransactions, including the Merger. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Transactions have been or shall be, duly and validly authorized by all necessary corporate action on the part Parent Board of Directors and (in the case of the issuance of Parent Shares in connection with the Merger, the Parent Name Change and Merger Sub, andthe Consolidation, except for (i) receipt of the Parent Shareholder Approval Approvals and the adoption of this Agreement by Merger Sub’s sole shareholder and (ii) the filing of the Certificate of Merger with the Secretary of State of Delaware, DSOS) no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders any Parent Subsidiary are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and Transactions. On or prior to the transactions contemplated hereby and thereby. The date hereof, the Parent Board of Directors has unanimously (ix) unanimously determined resolved that this Agreement and the Merger Transactions, including the issuance of Parent Shares in connection with the Merger, and the Consolidation are advisable and in the best interests of Parent and its shareholdersthe shareholders of Parent, (iiy) approved the execution, delivery and performance of declared advisable this Agreement (and the Transactions, including the Merger Merger, the Parent Name Change and the Share Issuance) Consolidation on the terms and subject to the conditions set forth herein, in accordance with the requirements of the Irish law, and (iiiz) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to that the shareholders of Parent for approvalvote in favor of the issuance of Parent Shares in connection with the Merger, the Parent Name Change and the Consolidation, and to include such recommendations in the Joint Proxy Statement/Prospectus. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as that (i) 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 Remedies Exceptionsenforcement of creditors’ rights generally and (ii) 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. (b) Other than in connection with or in compliance with (i) the filing provisions of the Certificate of Merger with the Secretary of State of the State of DelawareDGCL, (ii) the Exchange Securities Act, and the rules promulgated thereunder, (iii) the Securities Exchange Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Lawsthe HSR Act, (v) any applicable requirements of the rules and regulations of NASDAQ, and NYSE (vi) compliance with the Irish Takeover Rules and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, vii) the “Parent Approvals”), and, subject to the accuracy matters set forth in Section 4.3(b) of the representations and warranties of the Company in Section 3.3(b)Parent Disclosure Letter, no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or and Merger Sub of the transactions contemplated by this AgreementTransactions, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) and, except as described in Section 4.3(b), the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions hereof will not (i) result in any loss, violation or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellationmodification, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any Contract, loan, guarantee of indebtedness Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, franchise or right or license binding upon Parent or any of its Parent’s Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, Lien upon any of the properties properties, rights or assets of Parent or any of its Parent Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a other than Parent Material Adverse EffectPermitted Liens, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent Governing Documents or any of its Subsidiaries the organizational documents of any Parent Subsidiary or (iii) conflict with or violate any Laws applicable Lawsto Parent or any of Parent’s Subsidiaries or any of their respective properties or assets, except for conflict other than in the case of clauses (i), (ii) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or violation as has not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and (including the execution, delivery and performance by issuance of shares of Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Common Stock or Verso First Lien Notes) have been or shall be, duly and validly authorized by all necessary corporate action on the part Board of Parent and Directors of Parent, the Board of Directors of Merger Sub, and the sole stockholder of Merger Sub, as applicable, and, except for the Parent Shareholder Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby in accordance with the Parent Organizational Documents and therebythe DGCL. The Parent As of the date hereof, the Board of Directors has (i) of Parent, the Board of Directors of Merger Sub, and the sole stockholder of Merger Sub have unanimously determined that this Agreement and the Merger are it is in the best interests interest of Parent and its shareholdersstockholders and Merger Sub and its stockholder, (ii) approved the executionas applicable, delivery and performance of declared it advisable to enter into this Agreement (including and consummate the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvaltransactions contemplated hereby. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger SubSub and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty theretoCompany, this Agreement constitutes, and the Parent Transaction Documents shall constitute, constitutes the legal, valid and binding agreement of each of Parent or and Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as that such enforcement enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (ii) is subject to the Remedies Exceptionsrules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDGCL, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQthe NYSE, and (v) the HSR Act, (vi) compliance with any other applicable antitrust, competition, foreign investment, or trade regulation Laws and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (vii) the approvals set forth in Section 4.3(b) of the Parent Disclosure Schedule (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or and Merger Sub of the transactions contemplated by this Agreement, except for other than such authorizations, consents, orders, licenses, permits, approvals approvals, registrations, declarations, notices or filings that are not required to be obtained or made prior to consummation of such transactions or thatwhich, if not obtained or made, would not materially impede individually or delay in the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or aggregate, would not reasonably be expected to have, individually or in the aggregate, be material to Parent and its Subsidiaries taken as a Parent Material Adverse Effectwhole. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (assuming except as described in Section 4.3(c) of the Parent Approvals are obtained) Disclosure Schedule, the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens Liens, other than Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries Organizational Documents or (iii) conflict with or violate any applicable Laws, except for conflict other than, in the case of the foregoing clauses (i) or violation as has not had (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, be material to Parent and its Subsidiaries taken as a Parent Material Adverse Effectwhole.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Mergerby this Agreement. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has this Agreement have been or shall be, duly and validly authorized by all necessary corporate action on the part Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and or the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that by this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalAgreement. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreements of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies Exceptionsapplicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, and principles of equity affecting creditors’ rights and remedies generally. (b) Other than in connection with or in compliance with (i) the filing provisions of the Certificate of Merger with the Secretary of State of the State of DelawareDGCL, (ii) the Securities Act, the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, laws and (viii) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws HSR Act (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, orderpermit, license, permit action or approval of, or registration, declaration, notice or filing with, or notification to, any Governmental Entity is necessary, under applicable Law, necessary for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for any such authorizationsauthorization, consentsconsent, orderspermit, licensesaction, permitsapproval, approvals filing or filings that are not required notification the failure of which to be obtained make or made prior to consummation of such transactions or that, if not obtained or made, obtain would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) and, except as described in Section 4.2(b), the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions hereof of this Agreement will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, cancellationamendment, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right permit or license agreement binding upon Parent or any of its Subsidiaries or by which Subsidiaries, or to which any of them is a party or any of their respective properties, rights or assets properties are bound or subjectbound, or result in the creation of any Liens Lien (other than Permitted Liens, in each case, ) upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restatedamended, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.or

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Seller has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document Ancillary Agreements to be entered into executed and delivered by Parent in connection with the transactions contemplated hereby Seller and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby. At the Closing, including each applicable Seller Entity will have all requisite corporate power and authority to enter into the MergerAncillary Agreements to be executed and delivered by such Seller Entity and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Ancillary Agreements to be executed and delivered by Seller and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Board of Parent Directors of Seller, and Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders Seller are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent At the Closing, the execution and delivery of the Ancillary Agreements to be executed and delivered by each applicable Seller Entity and the consummation of the transactions contemplated hereby and thereby will have been duly and validly authorized by the Board of Directors has (i) unanimously determined that this Agreement Directors, and if necessary, the Merger are in stockholders or members of each applicable Seller Entity, and no other corporate proceedings on the best interests part of Parent and its shareholders, (ii) approved such Seller Entity will be necessary to authorize the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders consummation of the Share Issuance transactions contemplated hereby and to submit the Share Issuance to the shareholders of Parent for approvalthereby. This Agreement has beenbeen duly and validly executed and delivered by Seller, and the Parent Transaction Documents shall beAncillary Agreements to be executed and delivered by each applicable Seller Entity will, as of the Closing, have been, duly and validly executed and delivered by each of Parent and Merger Subsuch Seller Entity and, and assuming this Agreement constitutes the valid and Parent Transaction Documents constitute binding agreement of Buyer and each of the legal, Ancillary Agreements constitutes the valid and binding agreement of the counterparty other parties thereto, this Agreement constitutes, and as of the Parent Transaction Documents shall Closing, the Ancillary Agreements to be executed and delivered by each applicable Seller Entity will constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may beSeller and such Seller Entity, enforceable against each of them, Seller and such Seller Entity in accordance with their its terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware General Corporation Law, (ii) the Exchange Securities Act of 1933 (the “Securities Act, and the rules promulgated thereunder”), (iii) the Securities Exchange Act of 1934 (the “Exchange Act, ”) and the rules promulgated thereunder, (iv) applicable the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and other federal and state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming competition Laws (collectively, the “Parent Seller Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub the Seller Entities of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements to which any Seller Entity is a party, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Business Material Adverse EffectEffect or materially impair or delay the consummation of the transactions contemplated hereby. (c) The execution and delivery by Parent and Merger Sub Seller of this Agreement and the other Parent Transaction Documents do execution and delivery by each applicable Seller Entity of the Ancillary Agreements to be executed and delivered by such Seller Entity does not, and (assuming the Parent Approvals are obtained) and, except as described in Section 4.2(b), the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of (x) Seller and its Subsidiaries which Seller (prior to the Effective Time) or by which its Subsidiaries (prior to the Effective Time) were a party to prior to the Effective Time or (y) to which the knowledge of Seller, any Acquired Company or, with respect to the Business, any Seller Entity or included in the Acquired Assets or, to the knowledge of their respective propertiesSeller, rights or assets are bound or subject, or result in the creation of any Liens liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”), other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent balance sheet of Knight Ridder or notes thereto or securing liabilities reflected on such balance sheet or (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Knight Ridder and is immaterial in amount (each of the foregoing, a “Permitted Liens, in each caseLien”), upon any of the properties or assets of Parent any Acquired Company or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or included in the aggregate, a Parent Material Adverse EffectAcquired Assets, (ii) conflict with or result in any violation of any provision of the certificate articles of incorporation or bylaws by-laws or other equivalent organizational document, in each case as amended or restatedamended, of Parent Seller or any of its Subsidiaries Subsidiaries, or any Seller Entity or any Acquired Company, (iii) conflict with or violate any applicable Laws, except for conflict other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or violation as has not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Business Material Adverse EffectEffect and would not materially impair or delay the consummation of the transactions contemplated hereby.

Corporate Authority Relative to this Agreement; No Violation. (ai) Each of Parent and Merger Sub Allergan has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”)Expenses Reimbursement Agreement and, subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Allergan Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the MergerAcquisition. The execution and delivery by Parent and Merger Sub of this Agreement and the Expenses Reimbursement Agreement and the consummation of the transactions contemplated hereby has been, (including the Acquisition) and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, Allergan Board and, except for (A) the Parent Allergan Shareholder Approval and (B) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court, and the filing of the Certificate of Merger Court Order with the Secretary Registrar of State of DelawareCompanies, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders Allergan are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby (including the Acquisition) and therebypursuant to the Expenses Reimbursement Agreement. The Parent On or prior to the date hereof, the Allergan Board of Directors has (i) unanimously determined that the transactions contemplated by this Agreement are fair to and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger Allergan and the Share Issuance) Allergan Shareholders and (iii) resolved adopted a resolution to recommend make, subject to Section 5.3 and to the approval by its shareholders obligations of the Share Issuance Allergan Board under the Takeover Rules, the Scheme Recommendation and to submit the Share Issuance to the shareholders of Parent for approvalrecommendation contemplated by Section 3.6(c). This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger SubAllergan and, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty theretoAbbVie Parties, this Agreement constitutes, and constitutes the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may beAllergan, enforceable against each of them, Allergan in accordance with their its terms, except as such enforcement may be subject to the Remedies (x) applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (y) general equitable principles, whether considered in a proceeding at law or equity (together, (x) and (y), “Equitable Exceptions”). (bii) Other than in connection with The execution, delivery and performance by Allergan of this Agreement and the Expenses Reimbursement Agreement and the consummation by Allergan of the transactions contemplated hereby (including the Acquisition) and thereby require no action by or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delawarerespect of, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval Clearances of, or registration, declaration, notice or filing Filings with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. than (cA) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not of the Act, (iB) result in compliance with the Takeover Panel Act and the Takeover Rules, (C) compliance with any lossapplicable requirements of the HSR Act, or suspension, limitation or impairment (D) compliance with and Filings under any Antitrust Laws of any right non-U.S. jurisdictions, (E) compliance with any applicable requirements of Parent the Securities Act, the Exchange Act and any other applicable U.S. state or any of its Subsidiaries to own federal securities laws or use any assets required for the conduct of their business 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, first offer, first refusal, modification or acceleration of any material obligation or pursuant to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any rules of the properties or assets of Parent or any of its SubsidiariesNYSE, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.and

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the requisite all necessary corporate or similar power and authority to enter into execute and deliver this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent or Merger Sub in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), and to consummate the transactions contemplated hereby and thereby, including the Mergerhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents and the consummation by each of them of the transactions contemplated thereby has Merger have been or shall be, duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings action on the part of either Parent or Merger Sub or vote of Parent’s securityholders are is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and therebythereby have been duly and validly authorized by the Parent Board of Directors and no other corporate proceeding on the part of Parent or vote of Parent’s securityholders are necessary to authorize the consummation of the transactions contemplated hereby. The Parent Board of Directors has (i) unanimously determined that approved this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalMerger. This Agreement has been, and the Each Parent Transaction Documents shall be, Document has been duly and validly executed and delivered by each of Parent and Merger SubSub and, and assuming this Agreement and each such Parent Transaction Documents constitute Document constitutes the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and each of the Parent Transaction Documents shall constitute, constitutes the legal, valid and binding agreement of each of Parent or and Merger Sub, as the case may be, Sub enforceable against each of them, them in accordance with their its terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareOhio, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Lawslaws, (v) the rules and regulations of NASDAQthe NYSE, (vi) the HSR Act and any Competition Laws outside of the United States, and (vivii) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or, individually or in the aggregate, be reasonably expected to be material except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except in the case of clauses (i) and (iii) for conflict such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellation, accelerations, or violation Liens as has not had or would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub The Company has the requisite corporate or similar power and authority to enter into this Agreement execute and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with deliver this Agreement, the “Parent Transaction Documents”)and, subject to (A) the receipt of the Company Common Shareholder Approval, (B) obtaining either (i) the Company Preferred Shareholder Approval or (ii) the approval of the Share Issuance by Company Board of Directors and the affirmative vote completion of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”)Preferred Redemption in accordance with Section 5.19, to consummate the transactions contemplated hereby and therebyhereby, including the MergerMerger and, if applicable, the Preferred Redemption. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Company Board of Parent and Merger Sub, Directors and, except for the Parent Company Common Shareholder Approval, and subject to obtaining either (i) the Company Preferred Shareholder Approval or (ii) the approval of the Company Board of Directors and the filing completion of the Certificate of Merger Preferred Redemption in accordance with the Secretary of State of DelawareSection 5.19, no other corporate proceedings on the part of either Parent or Merger Sub the Company or vote of Parentthe Company’s securityholders shareholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and therebyhereby, including the Merger and, if applicable, the Preferred Redemption. The Parent Company Board of Directors has (i) unanimously determined that approved this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (and the consummation of the transactions contemplated hereby and thereby, including the Merger and Merger, (ii) resolved to submit this Agreement to a vote of the Share Issuance) Company’s shareholders and (iii) resolved to recommend recommended approval of this Agreement by the holders of Company Common Stock (the “Company Recommendation”). The approval of this Agreement by its shareholders the affirmative vote of the Share Issuance holders of at least two-thirds of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Common Shareholder Approval”) and, if the Preferred Redemption does not take place, the affirmative vote or written consent of the holders of a majority of the outstanding shares of Company Preferred Stock entitled to vote thereon (the “Company Preferred Shareholder Approval” and, together with the Company Common Shareholder Approval, the “Company Shareholder Approvals”) are the only votes or consents of the Company’s shareholders necessary to approve this Agreement and to submit approve the Share Issuance to the shareholders of Parent for approvalMerger. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger Subthe Company and, and assuming this Agreement constitutes the legal, valid and Parent Transaction Documents constitute binding agreement of Parent, constitutes the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, Company and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, is enforceable against each of them, the Company in accordance with their its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar Laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”). (b) Other than in connection with or in compliance with (i) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of DelawareDelaware and the Secretary of State of the State of Texas, (ii) the U.S. Securities Exchange ActAct of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the “Exchange Act”), (iii) the U.S. Securities ActAct of 1933, as amended, and the rules and regulations promulgated thereunderthereunder (the “Securities Act”), (iv) applicable state securities, takeover and “blue sky” Lawslaws, (v) the rules and regulations of the NASDAQ Global Select Market (“NASDAQ”), and (vi) compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and obtaining such Gaming Approvals as may be required under applicable Gaming Laws the rules and regulations promulgated thereunder (the “HSR Act”), and any antitrust, competition or similar laws outside of the United States and (vii) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (collectively, the “Parent Company Approvals”), and, subject to the accuracy of the representations and warranties of the Company Parent in Section 3.3(b4.3(b), no authorization, consent, clearance, order, license, permit or approval of, or registration, declaration, notice or filing with, any United States federal, state or local, or foreign or multinational, governmental or regulatory agency, commission, court, tribunal, body, entity or authority, independent system operator, regional transmission organization, other market administrator, or national, regional or state reliability organization (each, a “Governmental Entity Entity”) is necessary, under applicable Law, for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, clearances, orders, licenses, permits, approvals approvals, registrations, declarations, notices or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub the Company of this Agreement and the other Parent Transaction Documents do not, and (assuming the Parent Company Approvals and the Company Shareholder Approvals are obtainedobtained or, if no Company Preferred Approval Event occurs, then, in lieu of the Company Preferred Shareholder Approval only, subject to the completion of the Preferred Redemption in accordance with Section 5.19) the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent the Company or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contractcontract (including, without limitation, any Company Oil and Gas Lease or Company Oil and Gas Contract), instrument, permit, concession, franchise, right or license binding upon Parent the Company or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”) other than Company Permitted Liens, in each case, upon any of the properties or assets of Parent the Company or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate articles of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent the Company or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except in the case of clauses (i) and (iii), for conflict such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellations, accelerations or violation Liens as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company Board of Directors, as of the date of this Agreement, has not taken any action to authorize or approve the Preferred Redemption, which actions will be required to be taken to the extent that the Preferred Redemption occurs in accordance with the terms and subject to the conditions of this Agreement, including Section 5.19.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the have all requisite corporate or similar limited liability company, as applicable, power and authority to enter into this Agreement and, subject (in the case of Parent) to the receipt of the Parent Shareholder Required Approvals, to perform its obligations hereunder and to consummate the OpCo Spin-Off AgreementsTransactions, as may be applicable, and each other document to be entered into by including the issuance of Parent Shares in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the Merger. The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Transactions have been or shall be, duly and validly authorized by all necessary corporate action on the part Parent Board of Parent Directors and the sole member of Merger Sub, and, Sub and (except for (i) receipt of the Parent Shareholder Approval Required Approvals and (ii) the filing of the Certificate Articles of Merger with the Secretary of State of Delaware, WDFI) no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders any Parent Subsidiary are necessary to authorize the execution consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has (A) resolved that this Agreement and delivery by the Transactions, including the issuance of Parent Shares in connection with the Merger, are advisable and in the best interests of Parent and Merger Sub the shareholders of Parent, (B) adopted resolutions approving the execution of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholdersTransactions, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Parent Share Issuance and to submit the Share Issuance Parent Corporate Amendments, on the terms and subject to the shareholders conditions set forth herein, in accordance with the requirements of Irish law, and (C) adopted a resolution to make, subject to Section 5.4, the Parent for approvalBoard Recommendation. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies Enforceability Exceptions. (b) Other than in connection with or in compliance with (i) the filing provisions of the Certificate of Merger with WBCL and the Secretary of State of the State of DelawareWLLCL, (ii) the Exchange Securities Act, and the rules promulgated thereunder, (iii) the Securities Exchange Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Lawsthe HSR Act, (v) the rules and regulations any applicable requirements of NASDAQother Antitrust Laws, and (vi) compliance the requirement to file the Articles of Merger with and obtaining such Gaming Approvals as may be required under the WDFI, (vii) any applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy requirements of the representations NYSE, (viii) the Irish Takeover Rules, (ix) Irish Prospectus Law and warranties (x) the matters set forth in Section 4.3(b) of the Company in Section 3.3(b)Parent Disclosure Letter, no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity Relevant Authority is necessary, under applicable Law, for the consummation by Parent or and Merger Sub of the transactions contemplated by this AgreementTransactions, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) and, except as described in Section 4.3(b), the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions hereof will not not, (i) result in any loss, violation or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellationmodification, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any Contract, loan, guarantee of indebtedness Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, franchise right or license binding upon Parent or Parent, any of its the Parent Subsidiaries or by which or or, to which the knowledge of Parent, any of their respective properties, rights or assets are bound or subject, Parent Joint Venture or result in the creation of any Liens or any other than Permitted Liensmaterial obligations, in each case, losses or grants of rights upon any of the properties properties, rights or assets of Parent, any Parent or Subsidiary or, to the knowledge of Parent, any of its SubsidiariesParent Joint Venture , except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a other than Parent Material Adverse EffectPermitted Liens, (ii) conflict with or result in any violation of any provision of the certificate Parent Memorandum and Articles of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent Association or any of its Subsidiaries the organizational documents of any Parent Subsidiary or, to the knowledge of Parent, any Parent Joint Venture or (iii) conflict with or violate any Laws applicable Lawsto Parent, except for conflict any of the Parent Subsidiaries, to the knowledge of Parent, any Parent Joint Venture or violation as has any of their respective properties or assets, other than, in the case of clauses (i), (ii) (with respect to the Parent Joint Ventures and the Parent Subsidiaries that are not had Significant Subsidiaries only) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”)and, subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Stockholder Approval”) present at a meeting of Parent’s shareholders stockholders (the “Parent ShareholdersStockholders’ Meeting”), to consummate the transactions contemplated hereby and thereby, including the MergerMergers. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part boards of directors (or equivalent) of each of Parent and Merger Sub, and, and except for the Parent Shareholder Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and therebyhereby. The Parent Board of Directors has unanimously (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholdersstockholders, (ii) approved the execution, delivery and performance by Parent of this Agreement Agreement, and the consummation of the transactions contemplated hereby (including the Merger and the Share Issuance) ), and (iii) resolved to recommend the approval by its shareholders stockholders of the Share Issuance and to submit the Share Issuance to the shareholders stockholders of Parent for approvalapproval (the “Parent Recommendation”). This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute constitutes the legal, valid and binding agreement of the counterparty theretoCompany, this Agreement constitutes, and the Parent Transaction Documents shall constitute, constitutes the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, in accordance with their terms, except as such enforcement may be subject to the Remedies Exceptions. (b) The board of directors of Merger Sub has unanimously (i) determined that this Agreement and the Merger are in its and its sole stockholder’s, best interests, (ii) approved the execution, delivery and performance by it of this Agreement and (iii) recommended the adoption of this Agreement by its sole stockholder. Parent, as the sole stockholder of Merger Sub, has approved the execution, delivery and performance by Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions contained herein, and has adopted this Agreement. (c) Other than in connection with or in compliance with (i) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQNasdaq, and (vi) compliance with the HSR Act and obtaining such Gaming Approvals as may be required under applicable Gaming each of the other Antitrust Laws set forth in Section 3.3(b)(vi) of the Company Disclosure Letter and (vii) the Parent Stockholder Approval (collectively, the “Parent Approvals”), and, and subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval other Consent of, or registration, declaration, notice or filing Filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals Consents or filings that Filings as are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and have not had or which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (cd) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, leaseParent Real Property Lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted LiensLiens (provided that no Lien shall be deemed created by this Agreement), in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case case, as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for such conflict or violation as has not had or and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to enter into this Agreement and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”)and, subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”)Bankruptcy Court, to consummate the transactions contemplated hereby and therebyhereby, including the Merger. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized by all necessary corporate action on the part Boards of Directors of Parent and Merger Sub, Sub and, except for the Parent Shareholder Approval and the filing of the Certificate Articles of Merger with the Secretary of State of DelawareOregon and a certificate of merger with the Secretary of State of the State of Delaware and subject to the approval of the Bankruptcy Court, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approvalhereby. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company and receipt of approval of the Bankruptcy Court, this Agreement constitutes the valid and binding agreements of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing applicable provisions of the Certificate of Merger with OBCA and the Secretary of State of the State of Delaware, DGCL and (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy approval of the representations and warranties of the Company in Section 3.3(b)Bankruptcy Court, no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, necessary for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do does not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby hereby, and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business 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, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, Lien upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws by-laws or other equivalent organizational document, in each case as amended or restatedamended, of Parent or any of its Subsidiaries Merger Sub or (iii) conflict with or violate any Laws applicable Lawsto Parent, except for conflict any of its Subsidiaries or violation as any of their respective properties or assets, other than, in the case of clauses (i) and (iii), any such violation, conflict, default, right, loss or Lien that has not had or had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (ai) Each of Parent Actavis and each Actavis Merger Sub Party has the all requisite corporate or similar power and authority to enter into this Agreement and and, with respect to Actavis, the OpCo Spin-Off AgreementsExpenses Reimbursement Agreement and, as may be applicable, and each other document to be entered into by Parent subject (in connection with the transactions contemplated hereby and thereby (together with case of this Agreement, the “Parent Transaction Documents”), subject ) to the receipt of the Actavis Shareholder Approval (and, in the case of the Holdco Distributable Reserves Creation, to approval of the Share Issuance Warner Chilcott Distributable Reserves Resolution by the affirmative vote Warner Chilcott Shareholders and the Actavis Distributable Reserves Resolution by the Actavis Shareholders and to receipt of a majority of votes cast the required approval by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”High Court), to consummate the transactions contemplated hereby and thereby, including the Acquisition and the Merger, as applicable. The execution and delivery by Parent and Merger Sub of this Agreement and the Expenses Reimbursement Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized authorised by all necessary corporate action on the part Actavis Board and (in the case of Parent and this Agreement) the board of directors of each Actavis Merger Sub, Party and, except for (A) the Parent Actavis Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholdersApproval, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approval. This Agreement has been, and the Parent Transaction Documents shall be, duly and validly executed and delivered by each of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, in accordance with their terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (iB) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareNevada and (C) the filing of the required documents in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court, no other corporate proceedings on the part of Actavis or any Actavis Merger Party are necessary to authorise the consummation of the transactions contemplated hereby. On or prior to the date hereof, the Actavis Board has determined that the transactions contemplated by this Agreement are fair to and in the best interests of Actavis and the Actavis Shareholders and has adopted a resolution to make the Actavis Recommendation. This Agreement has been duly and validly executed and delivered by Actavis and each Actavis Merger Party and, assuming this Agreement constitutes the valid and binding agreement of Warner Chilcott, constitutes the valid and binding agreement of Actavis and each Actavis Merger Party, enforceable against Actavis and each Actavis Merger Party in accordance with its terms. (ii) Other than in connection with or in compliance with (A) the provisions of the Companies Acts, (iiB) the Takeover Panel Act and the Takeover Rules, (C) the Securities Act, (D) the Exchange Act, and (E) the rules promulgated thereunderHSR Act, (iiiF) any applicable requirements of the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Antitrust Laws, (vG) the rules requirement to file a certificate of merger with the Secretary of State of the State of Nevada, (H) any applicable requirements of the NYSE and regulations of NASDAQ, the NASDAQ and (viI) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy Clearances forth on Clause 6.2(c)(ii) of the representations and warranties of the Company in Section 3.3(b)Actavis Disclosure Schedule, no authorizationauthorisation, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity Relevant Authority is necessary, under applicable Law, for the consummation by Parent or Actavis and each Actavis Merger Sub Party of the transactions contemplated by this Agreement, except for such authorizationsauthorisations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or (I) that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent an Actavis Material Adverse EffectEffect or (II) as may arise as a result of facts or circumstances relating to Warner Chilcott or its Affiliates or Laws or contracts binding on Warner Chilcott or its Affiliates. (ciii) The execution and delivery by Parent Actavis and each Actavis Merger Sub Party of this Agreement and (in the other Parent Transaction Documents case of Actavis) the Expenses Reimbursement Agreement do not, and (assuming the Parent Approvals are obtained) and, except as described in Clause 6.2(c)(ii), the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (iA) result in any loss, violation or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellationmodification, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent Actavis or any of its Actavis’s Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties properties, rights or assets of Parent Actavis or any of its Actavis’s Subsidiaries, except for other than Actavis Permitted Liens, (B) conflict with or result in any violation of any provision of the Organisational Documents of Actavis or any of Actavis’s Subsidiaries or the Actavis Merger Parties or (C) conflict with or violate any Laws applicable to Actavis or any of Actavis’s Subsidiaries or any of their respective properties or assets, other than, (I) in the case of sub-clauses (A), (B) (with respect to Subsidiaries that are not Significant Subsidiaries or Actavis Merger Parties) and (C), any such lossesviolation, impairmentsconflict, suspensionsdefault, limitations, conflicts, violations, defaults, terminationstermination, cancellation, accelerationsacceleration, right, loss or Liens which have not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent an Actavis Material Adverse Effect, Effect and (iiII) conflict with as may arise as a result of facts or result in any violation of any provision of the certificate of incorporation circumstances relating to Warner Chilcott or bylaws its Affiliates or other equivalent organizational document, in each case as amended Laws or restated, of Parent contracts binding on Warner Chilcott or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectAffiliates.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Buyer Parent and Merger Sub has the requisite all necessary corporate or similar power and authority to enter into execute, deliver, perform its obligations under and consummate the transactions contemplated by this Agreement and the OpCo Spin-Off Ancillary Agreements, as may to the extent it will be applicable, and each other document to be entered into by Parent in connection with a party thereto. The consummation of the transactions contemplated hereby and thereby and the execution and delivery of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, and the performance of all of its obligations hereunder and thereunder have been duly authorized by Buyer Parent. The execution, delivery and performance by Buyer Parent of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, are not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Organizational Documents of Buyer Parent, or a material breach or a material default under any material Contract binding on Buyer Parent, or of any applicable Order. This Agreement has been duly executed and delivered by Buyer Parent, and the Ancillary Agreements will, at the Closing, be duly executed and delivered by Buyers to the extent Buyers are party thereto, and, assuming due and valid authorization, execution and delivery by each other Party thereto (together with other than any other Buyer), this AgreementAgreement constitutes, and when executed and delivered by Buyer Parent, to the extent Buyers are party thereto, the “Ancillary Agreements will constitute, legal, valid and binding obligations of Buyers, as applicable enforceable against Buyers in accordance with their respective terms, except that the enforcement hereof or thereof may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (y) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Buyer Parent Transaction Documents”)has all necessary corporate power and authority to cause each Buyer that is a party to any Ancillary Agreement to perform such Buyer’s obligations thereunder and to consummate the Transactions, subject to including the receipt of approval of the Share Issuance transactions contemplated by the affirmative vote of a majority of votes cast by holders of Parent Common Stock applicable Ancillary Agreement. (the “Parent Shareholder Approval”b) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”)Each Buyer, as applicable, has all necessary corporate power and authority to execute, deliver and perform its obligations under and consummate the transactions contemplated hereby by this Agreement and thereby, including the MergerAncillary Agreements to which it is a party. The execution and delivery by Parent of such agreement(s) and Merger Sub the performance of this Agreement all of its obligations thereunder and the consummation of the transactions contemplated hereby has been, and the thereunder have been duly authorized by each such Buyer. The execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has been or shall be, duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub each Buyer of this Agreement and the Ancillary Agreement(s) to which it is a party are not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Organizational Documents of such Buyer, or a material breach or a material default under any material Contract binding on such Buyer, or of any applicable Order, except for such breaches and defaults of Contracts which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Merger and the transactions contemplated hereby and therebyTransactions. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholdersAncillary Agreements, (ii) approved the executionupon their delivery at or prior to Closing, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approval. This Agreement has been, and the Parent Transaction Documents shall be, will have been duly and validly executed and delivered by each of Parent Buyer that is a party thereto and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement obligation of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may beeach Buyer that is a party thereto (other than any other Buyer), enforceable against each of them, such Buyer in accordance with their respective terms, except as such enforcement enforceability may be subject limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the Exchange Act, and the rules promulgated thereunder, (iii) the Securities Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of NASDAQ, and (vi) compliance with and obtaining such Gaming Approvals affecting creditors’ rights generally. Except as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Buyer Material Adverse Effect (disregarding clause (iv) of the proviso of the definition of Buyer Material Adverse Effect. (c) The execution and ), or materially delay or impair the Transactions, none of the execution, delivery by Parent and Merger Sub or performance of this Agreement and the other Parent Transaction Documents do notAncillary Agreements by the applicable Buyer, and will: (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (ia) result in any lossa modification, violation or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any right, including, but not limited to, any right of termination, cancellationamendment, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a benefit under any loanbenefit) under, guarantee any of indebtedness the terms, conditions or credit agreementprovisions of any Contract of Buyer Parent; or (c) violate any Permit, noteRegulatory Registration, bondOrder or Law applicable to such Buyer or give any Governmental Authority or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent any Law or any of its Subsidiaries or by which or Order to which any of their respective properties, rights or assets are bound or Buyer is subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has the have all requisite corporate or similar power and authority to enter into this Agreement and and, subject (in the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by case of the issuance of Parent Shares in connection with the transactions contemplated hereby Merger and thereby (together with this Agreement, the “Parent Transaction Documents”), subject Consolidation) to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”)Approvals, to consummate the transactions contemplated hereby and therebyTransactions, including the Merger. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Transactions have been or shall be, duly and validly authorized by all necessary corporate action on the part Parent Board of Directors and (in the case of the issuance of Parent Shares in connection with the Merger and Merger Sub, andthe Consolidation, except for (i) receipt of the Parent Shareholder Approval Approvals and (ii) the filing of the Certificate of Merger with the Secretary of State of Delaware, DSOS) no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders any Parent Subsidiary are necessary to authorize the execution and delivery by consummation of the Transactions. On or prior to the date hereof, the Parent and Merger Sub Board of Directors has unanimously (x) resolved that this Agreement and the consummation of the Merger and Transactions, including the transactions contemplated hereby and thereby. The issuance of Parent Board of Directors has (i) unanimously determined that this Agreement and Shares in connection with the Merger are Merger, is in the best interests of Parent and its shareholdersParent, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iiiy) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to that the shareholders of Parent for approvalvote in favor of the approval of the Parent Shareholder Resolutions. This Agreement has been, and the Parent Transaction Documents shall be, been duly and validly executed and delivered by each Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, Parent and Merger Sub in accordance with their its terms, except as that (i) 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 Remedies Exceptionsenforcement of creditors’ rights generally and (ii) 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. (b) Other than in connection with or in compliance with (i) the filing provisions of the Certificate of Merger with DGCL and the Secretary of State of the State of DelawareLLC Act, (ii) the Exchange Securities Act, and the rules promulgated thereunder, (iii) the Securities Exchange Act, and the rules promulgated thereunder, (iv) applicable state securities, takeover and “blue sky” Lawsthe HSR Act, (v) any applicable requirements of the rules and regulations of NASDAQExchanges, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy matters set forth in Section 4.3(b) of the representations and warranties of the Company in Section 3.3(b)Parent Disclosure Letter, no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or and Merger Sub of the transactions contemplated by this AgreementTransactions, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) and, except as described in Section 4.3(b), the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions hereof will not (i) result in any loss, violation or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellationmodification, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any Contract, loan, guarantee of indebtedness Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, franchise or right or license binding upon Parent or any of its the Parent Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, Lien upon any of the properties properties, rights or assets of Parent or any of its Parent Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a other than Parent Material Adverse EffectPermitted Liens, (ii) conflict with or result in any violation of any provision of the certificate Parent Governing Documents or the organizational documents of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of any Parent or any of its Subsidiaries Subsidiary or (iii) conflict with or violate any Laws applicable Lawsto Parent or any of the Parent Subsidiaries or any of their respective properties or assets, except for conflict other than in the case of clauses (i), (ii) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or violation as has not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Bemis has the all requisite corporate or similar power and authority to enter into this Agreement and, assuming the Bemis Shareholder Approval is obtained, to perform its obligations hereunder and the OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the transactions Transactions to which it is or is contemplated hereby and therebyto be a party, including the Merger. The execution execution, delivery and delivery performance by Parent and Merger Sub Bemis of this Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has Transactions have been or shall be, duly and validly authorized by all necessary corporate action on the part Bemis Board of Parent and Merger Sub, Directors and, except for the Parent Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approval. This Agreement has been, and the Parent Transaction Documents shall be, duly and validly executed and delivered by each of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, in accordance with their terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate Articles of Merger with the Secretary of State of the State of DelawareMissouri, no other corporate proceedings on the part of Bemis or any Bemis Subsidiary are necessary to authorize the consummation of the Transactions other than, with respect to the Merger, obtaining the Bemis Shareholder Approval. As of the date of this Agreement, the Bemis Board of Directors has unanimously adopted resolutions (i) declaring that this Agreement and the consummation of the Transactions are advisable and fair to, and in the best interests of, Bemis and the Bemis Shareholders, (ii) the Exchange Act, approving this Agreement and the rules promulgated Transactions, (iii) authorizing the execution, delivery and performance of this Agreement, (iv) directing that this Agreement be submitted to a vote at the Bemis Special Meeting and (v) making the Bemis Board Recommendation. This Agreement has been duly and validly executed and delivered by Bemis and constitutes the valid and binding agreement of Bemis, enforceable against Bemis in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (2) 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 (such exceptions in clauses (1) and (2), the “Enforceability Exceptions”). (b) The execution, delivery and performance by Bemis of this Agreement and the consummation by Bemis of the Transactions requires no action by or in respect of, or filing with, any Governmental Entity, other than (i) the filing of the Articles of Merger with the Missouri Secretary of State, (ii) compliance with any applicable requirements of the HSR Act and the expiration or termination of any applicable waiting period thereunder, (iii) the Securities Actfilings, consents, approvals, authorizations, clearances or other actions under the Antitrust Laws applicable to the Transactions and the rules promulgated expiration or termination of any applicable waiting periods thereunder, (iv) the filing with the SEC of the Proxy Statement and any amendments or supplements thereto, and other filings required under, and compliance with any applicable state securities, takeover requirements of the Exchange Act and “blue sky” Lawsany other applicable securities laws, (v) compliance with any applicable requirements of the rules and regulations of NASDAQNYSE, and (vi) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals other actions or filings that are not required to be obtained or made prior to consummation the absence of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have which has not had or and would not reasonably be expected to have, individually or in the aggregate, a Parent Bemis Material Adverse Effect. (c) The execution execution, delivery and delivery performance by Parent and Merger Sub Bemis of this Agreement and the other Parent Transaction Documents do not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby Transactions do not and thereby and compliance with the provisions hereof will not (i) result in any losscontravene, or suspensionconflict with, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation ofor breach of any provision of the Bemis Governing Documents or the comparable governing instruments of any Bemis Subsidiary, (ii) assuming that the consents, approvals and filings referred to in Section 3.3(b) are made and obtained and receipt of the Bemis Shareholder Approval, contravene, conflict with or result in a violation or breach of any provision of any applicable Law or Order, (iii) assuming that the consents, approvals and filings referred to in Section 3.3(b) are made and obtained and receipt of the Bemis Shareholder Approval, require any consent or other action by any Person under, constitute a default, or default (an event that, with or without notice or lapse of time, time or both) , would constitute a default, under, or give rise to a right of cause or permit the termination, cancellation, first offer, first refusal, modification acceleration or acceleration other change of any material right or obligation or to the loss of a any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent to which Bemis or any of its Subsidiaries is entitled under any provision of any Contract binding upon Bemis or by which any Bemis Subsidiary or to which any of their respective properties, rights Bemis Permit or assets are bound or subject, or (iv) result in the creation or imposition of any Liens other than Permitted LiensLien on any asset of Bemis or any Bemis Subsidiary, with only such exceptions, in the case of each caseof clauses (ii) through (iv), upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which as have not had or and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Bemis Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (ai) Each of Parent Eaton and each Eaton Merger Sub Party has the all requisite corporate or similar power and authority to enter into this Agreement and and, with respect to Eaton, the OpCo Spin-Off AgreementsExpenses Reimbursement Agreement and, as may be applicable, and each other document to be entered into by Parent subject (in connection with the transactions contemplated hereby and thereby (together with case of this Agreement, the “Parent Transaction Documents”), subject ) to the receipt of the Eaton Shareholder Approval (and, in the case of the Holdco Distributable Reserves Creation, to approval of the Share Issuance Xxxxxx Distributable Reserves Resolution by the affirmative vote Xxxxxx Shareholders and the Eaton Distributable Reserves Resolution by the Eaton Shareholders and to receipt of a majority of votes cast the required approval by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”High Court), to consummate the transactions contemplated hereby and thereby, including the Acquisition and the Merger, as applicable. The execution and delivery by Parent and Merger Sub of this Agreement and the Expenses Reimbursement Agreement and the consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has have been or shall be, duly and validly authorized authorised by all necessary corporate action on the part Eaton Board and (in the case of Parent and this Agreement) the board of directors of each Eaton Merger Sub, Party and, except for (A) the Parent Eaton Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of either Parent or Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Merger and the transactions contemplated hereby and thereby. The Parent Board of Directors has (i) unanimously determined that this Agreement and the Merger are in the best interests of Parent and its shareholdersApproval, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Share Issuance) and (iii) resolved to recommend the approval by its shareholders of the Share Issuance and to submit the Share Issuance to the shareholders of Parent for approval. This Agreement has been, and the Parent Transaction Documents shall be, duly and validly executed and delivered by each of Parent and Merger Sub, and assuming this Agreement and Parent Transaction Documents constitute the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent or Merger Sub, as the case may be, enforceable against each of them, in accordance with their terms, except as such enforcement may be subject to the Remedies Exceptions. (b) Other than in connection with or in compliance with (iB) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareOhio and (C) the filing of the required documents in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court, no other corporate proceedings on the part of Eaton or any Eaton Merger Party are necessary to authorise the consummation of the transactions contemplated hereby. On or prior to the date hereof, the Eaton Board has determined that the transactions contemplated by this Agreement are fair to and in the best interests of Eaton and the Eaton Shareholders and has adopted a resolution to make the Eaton Recommendation. This Agreement has been duly and validly executed and delivered by Eaton and each Eaton Merger Party and, assuming this Agreement constitutes the valid and binding agreement of Xxxxxx, constitutes the valid and binding agreement of Eaton and each Eaton Merger Party, enforceable against Eaton and each Eaton Merger Party in accordance with its terms. (ii) Other than in connection with or in compliance with (A) the provisions of the Companies Acts, (iiB) the Takeover Panel Act and the Takeover Rules, (C) the Securities Act, (D) the Exchange Act, and (E) the rules promulgated thereunderHSR Act, (iiiF) any applicable requirements under the Securities Act, and the rules promulgated thereunderEC Merger Regulation, (ivG) any applicable state securities, takeover and “blue sky” requirements of other Antitrust Laws, (vH) the rules and regulations requirement to file a certificate of NASDAQmerger with the Secretary of State of the State of Ohio, (I) any applicable requirements of the NYSE or the Chicago Stock Exchange and (viJ) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws (collectively, the “Parent Approvals”), and, subject to the accuracy Clearances set forth on Clause 6.2(c)(ii) of the representations and warranties of the Company in Section 3.3(b)Eaton Disclosure Schedule, no authorizationauthorisation, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, any Governmental Entity Relevant Authority is necessary, under applicable Law, for the consummation by Parent or Eaton and each Eaton Merger Sub Party of the transactions contemplated by this Agreement, except for such authorizationsauthorisations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or (I) that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement and have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent an Eaton Material Adverse EffectEffect or (II) as may arise as a result of facts or circumstances relating to Xxxxxx or its Affiliates or Laws or contracts binding on Xxxxxx or its Affiliates. (ciii) The execution and delivery by Parent Eaton and each Eaton Merger Sub Party of this Agreement and (in the other Parent Transaction Documents case of Eaton) the Expenses Reimbursement Agreement do not, and (assuming the Parent Approvals are obtained) and, except as described in Clause 6.2(c)(ii), the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (iA) result in any loss, violation or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellationmodification, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent Eaton or any of its Xxxxx’x Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties properties, rights or assets of Parent Eaton or any of its Xxxxx’x Subsidiaries, except for other than Eaton Permitted Liens, (B) conflict with or result in any violation of any provision of the Organisational Documents of Eaton or any of Xxxxx’x Subsidiaries or the Eaton Merger Parties or (C) conflict with or violate any Laws applicable to Eaton or any of Xxxxx’x Subsidiaries or any of their respective properties or assets, other than, (I) in the case of sub-clauses (A), (B) (with respect to Subsidiaries that are not Significant Subsidiaries or Eaton Merger Parties) and (C), any such lossesviolation, impairmentsconflict, suspensionsdefault, limitations, conflicts, violations, defaults, terminationstermination, cancellation, accelerationsacceleration, right, loss or Liens which have not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent an Eaton Material Adverse Effect, Effect and (iiII) conflict with as may arise as a result of facts or result in any violation of any provision of the certificate of incorporation circumstances relating to Xxxxxx or bylaws its Affiliates or other equivalent organizational document, in each case as amended Laws or restated, of Parent contracts binding on Xxxxxx or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for conflict or violation as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectAffiliates.